{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-625.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-625.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-625.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-625.html"}],"law_id":75810,"edition_id":1,"section_id":75810,"structure_id":16052,"section_number":"13.1-625","catch_line":"Emergency bylaws","history":"Code 1950, \u00a7 13.1-24.1; 1962, c. 102; 1975, c. 500; 1985, c. 522; 2019, c. 734; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nUnless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including provisions that may be inconsistent with one or more provisions of this chapter with respect to:1\n\nProcedures for calling a meeting of the board of directors;2\n\nQuorum requirements for the meeting; and3\n\nDesignation of additional or substitute directors.B\n\nAll provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.C\n\nCorporate action taken in good faith in accordance with the emergency bylaws:1\n\nBinds the corporation; and2\n\nMay not be used to impose liability on a director, officer, employee, or agent of the corporation.D\n\nAn emergency exists for purposes of this section and § 13.1-628 if there is a catastrophic event, including an attack on the United States or in any locality in which the corporation conducts its business or customarily holds meetings of the board of directors or shareholders, an epidemic or pandemic, or a declaration of a national emergency by the United States government or an emergency by the government of the locality in which the corporation’s principal office is located, that affects the corporation and regardless of whether a quorum of the board of directors or a committee can be readily convened for action.","order_by":null,"text":{"0":{"id":272227,"text":"Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including provisions that may be inconsistent with one or more provisions of this chapter with respect to:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":272228,"text":"Procedures for calling a meeting of the board of directors;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":272229,"text":"Quorum requirements for the meeting; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":272230,"text":"Designation of additional or substitute directors.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":272231,"text":"All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"5":{"id":272232,"text":"Corporate action taken in good faith in accordance with the emergency bylaws:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"6":{"id":272233,"text":"Binds the corporation; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"7":{"id":272234,"text":"May not be used to impose liability on a director, officer, employee, or agent of the corporation.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"8":{"id":272235,"text":"An emergency exists for purposes of this section and § 13.1-628 if there is a catastrophic event, including an attack on the United States or in any locality in which the corporation conducts its business or customarily holds meetings of the board of directors or shareholders, an epidemic or pandemic, or a declaration of a national emergency by the United States government or an emergency by the government of the locality in which the corporation’s principal office is located, that affects the corporation and regardless of whether a quorum of the board of directors or a committee can be readily convened for action.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2"}},"ancestry":[{"id":16052,"edition_id":1,"name":"Formation of Corporations","identifier":"3","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 04:04:45","date_modified":"2026-06-26 04:04:45","permalink":{"id":150887,"object_type":"structure","relational_id":16052,"identifier":"3","token":"13.1\/9\/3","url":"\/13.1\/9\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":86934,"structure_id":16052,"section_number":"13.1-618","catch_line":"Incorporators","url":"\/13.1-618\/","token":"13.1\/9\/3\/13.1-618","metadata":false},{"id":66733,"structure_id":16052,"section_number":"13.1-619","catch_line":"Articles of incorporation","url":"\/13.1-619\/","token":"13.1\/9\/3\/13.1-619","metadata":false},{"id":63023,"structure_id":16052,"section_number":"13.1-620","catch_line":"Special kinds of business","url":"\/13.1-620\/","token":"13.1\/9\/3\/13.1-620","metadata":false},{"id":70625,"structure_id":16052,"section_number":"13.1-621","catch_line":"Issuance of certificate of incorporation","url":"\/13.1-621\/","token":"13.1\/9\/3\/13.1-621","metadata":false},{"id":67794,"structure_id":16052,"section_number":"13.1-622","catch_line":"Liability for preincorporation transactions","url":"\/13.1-622\/","token":"13.1\/9\/3\/13.1-622","metadata":false},{"id":63296,"structure_id":16052,"section_number":"13.1-623","catch_line":"Organization of corporation","url":"\/13.1-623\/","token":"13.1\/9\/3\/13.1-623","metadata":false},{"id":65903,"structure_id":16052,"section_number":"13.1-624","catch_line":"Bylaws","url":"\/13.1-624\/","token":"13.1\/9\/3\/13.1-624","metadata":false},{"id":75810,"structure_id":16052,"section_number":"13.1-625","catch_line":"Emergency bylaws","url":"\/13.1-625\/","token":"13.1\/9\/3\/13.1-625","metadata":false}],"previous_section":{"id":65903,"structure_id":16052,"section_number":"13.1-624","catch_line":"Bylaws","url":"\/13.1-624\/","token":"13.1\/9\/3\/13.1-624","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-625\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 4 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1962, chapter 102; in 1975, chapter 500; in 1985, chapter 522; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":62706,"section_number":"13.1-628","catch_line":"Emergency powers","order_by":null,"url":"\/13.1-628\/"}],"refers_to":[{"id":62706,"section_number":"13.1-628","catch_line":"Emergency powers","order_by":null,"url":"\/13.1-628\/"}],"permalink":{"id":150917,"object_type":"law","relational_id":75810,"identifier":"13.1-625","token":"13.1\/9\/3\/13.1-625","url":"\/13.1-625\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-625\/","token":"13.1\/9\/3\/13.1-625","dublin_core":{"Title":"Emergency bylaws","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-625","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless the articles of incorporation<\/span> provide otherwise, the board of directors of a corporation<\/span> may adopt bylaws to be effective only in an emergency defined in subsection D of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders<\/span>, may make all provisions necessary for managing the corporation<\/span> during the emergency, including provisions that may be inconsistent with one or more provisions of this chapter with respect to: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Procedures for calling a meeting of the board of directors; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Quorum requirements for the meeting; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Designation of additional or substitute directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Corporate action taken in good faith in accordance with the emergency bylaws: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Binds the corporation<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> May not be used to impose liability on a director, officer, employee, or agent of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> An emergency exists for purposes of this section and § 13.1-628<\/a> if there is a catastrophic event, including an attack on the United States<\/span> or in any locality in which the corporation<\/span> conducts its business or customarily holds meetings of the board of directors or shareholders<\/span>, an epidemic or pandemic, or a declaration of a national emergency by the United States<\/span> government or an emergency by the government of the locality in which the corporation<\/span>’s principal office<\/span> is located, that affects the corporation<\/span> and regardless of whether a quorum of the board of directors or a committee can be readily convened for action. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEMERGENCY BYLAWS (\u00a7 13.1-625)\n\nA. Unless the articles of incorporation provide otherwise, the board of\ndirectors of a corporation may adopt bylaws to be effective only in an emergency\ndefined in subsection D of this section. The emergency bylaws, which are subject\nto amendment or repeal by the shareholders, may make all provisions necessary\nfor managing the corporation during the emergency, including provisions that may\nbe inconsistent with one or more provisions of this chapter with respect to:\n\n 1. Procedures for calling a meeting of the board of directors;\n\n 2. Quorum requirements for the meeting; and\n\n 3. Designation of additional or substitute directors.\n\nB. All provisions of the regular bylaws not inconsistent with the emergency\nbylaws remain effective during the emergency. The emergency bylaws are not\neffective after the emergency ends.\n\nC. Corporate action taken in good faith in accordance with the emergency bylaws:\n\n 1. Binds the corporation; and\n\n 2. May not be used to impose liability on a director, officer, employee, or\n agent of the corporation.\n\nD. An emergency exists for purposes of this section and § 13.1-628 if there\nis a catastrophic event, including an attack on the United States or in any\nlocality in which the corporation conducts its business or customarily holds\nmeetings of the board of directors or shareholders, an epidemic or pandemic, or\na declaration of a national emergency by the United States government or an\nemergency by the government of the locality in which the corporation’s\nprincipal office is located, that affects the corporation and regardless of\nwhether a quorum of the board of directors or a committee can be readily\nconvened for action.\n\nHISTORY: Code 1950, \u00a7 13.1-24.1; 1962, c. 102; 1975, c. 500; 1985, c. 522;\n2019, c. 734; 2021, Sp. Sess. I, c. 487.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}