13.1-992 - Executive committee. - Virginia Statutes

§ 13.1-992. Executive committee.

The board of directors, by a resolution adopted by a majority of thedirectors present and constituting a quorum at any meeting, may designatefive or more directors to constitute an executive committee which, to theextent provided in such resolution or the bylaws of the corporation, shallhave and may exercise all the authority of the board of directors except theauthority to approve an amendment to the articles of incorporation or a planof merger. The executive committee specifically shall have the right to makecalls upon the membership under § 13.1-989, unless expressly provided to thecontrary by such resolution or bylaw. Such committee shall have the power tofill any vacancy occurring in the board of directors or in the executivecommittee. Such vacancy shall be filled by the affirmative vote of a majorityof the remaining members of the executive committee, though less than aquorum of the committee, unless expressly provided to the contrary by suchresolution or bylaw.

(Code 1950, § 13.1-149.1; 1972, c. 693; 1985, c. 522.)