13.1-628 - Emergency powers. - Virginia Statutes

§ 13.1-628. Emergency powers.

A. In anticipation of or during an emergency defined in subsection D, theboard of directors of a corporation may:

1. Modify lines of succession to accommodate the incapacity of any director,officer, employee, or agent; and

2. Relocate the principal office, designate alternative principal offices orregional offices, or authorize the officers to do so.

B. During an emergency defined in subsection D, unless emergency bylawsprovide otherwise:

1. Notice of a meeting of the board of directors need be given only to thosedirectors whom it is practicable to reach and may be given in any practicablemanner, including by publication and radio; and

2. One or more officers of the corporation present at a meeting of the boardof directors may be deemed by a majority of the directors present at themeeting to be directors for the meeting, in order of rank and within the samerank in order of seniority, as necessary to achieve a quorum.

C. Corporate action taken in good faith during an emergency under thissection to further the ordinary business affairs of the corporation:

1. Binds the corporation; and

2. May not be used to impose liability on a director, officer, employee, oragent of the corporation.

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.

(1985, c. 522; 2005, c. 765.)