13.1-625 - Emergency bylaws. - Virginia Statutes

§ 13.1-625. Emergency bylaws.

A. Unless the articles of incorporation provide otherwise, the board ofdirectors of a corporation may adopt bylaws to be effective only in anemergency defined in subsection D of this section. The emergency bylaws,which are subject to amendment or repeal by the shareholders, may make allprovisions necessary for managing the corporation during the emergency,including:

1. Procedures for calling a meeting of the board of directors;

2. Quorum requirements for the meeting; and

3. Designation of additional or substitute directors.

B. All provisions of the regular bylaws consistent with the emergency bylawsremain effective during the emergency. The emergency bylaws are not effectiveafter the emergency ends.

C. Corporate action taken in good faith in accordance with the emergencybylaws:

1. Binds the corporation; and

2. May not be used to impose liability on a corporate director, officer,employee, or agent.

D. An emergency exists for purposes of this section if a quorum of thecorporation's board of directors cannot readily be assembled because of somecatastrophic event.

(Code 1950, § 13.1-24.1; 1962, c. 102; 1975, c. 500; 1985, c. 522.)