13.1-685 - Action without meeting of board of directors. - Virginia Statutes

§ 13.1-685. Action without meeting of board of directors.

A. Except to the extent that the articles of incorporation or bylaws requirethat action by the board of directors be taken at a meeting, action requiredor permitted by this chapter to be taken by the board of directors may betaken without a meeting if each director signs a consent describing theaction to be taken and delivers it to the corporation.

B. Action taken under this section is effective when the last director signsthe consent unless the consent specifies a different effective date, in whichevent the action taken is effective as of the date specified therein providedthe consent states the date of execution by each director.

C. A director's consent may be withdrawn by a revocation signed by thedirector and delivered to the corporation prior to delivery to thecorporation of unrevoked written consents signed by all the directors.

D. For purposes of this section, a written consent and the signing thereofmay be accomplished by one or more electronic transmissions.

E. A consent signed under this section has the effect of action taken at ameeting of the board of directors and may be described as such in anydocument.

(Code 1950, § 13.1-41.1; 1964, c. 419; 1975, c. 500; 1985, c. 522; 2005, c.765.)