{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-628.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-628.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-628.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-628.html"}],"law_id":62706,"edition_id":1,"section_id":62706,"structure_id":14669,"section_number":"13.1-628","catch_line":"Emergency powers","history":"1985, c. 522; 2005, c. 765; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nIn anticipation of or during an emergency, as described in subsection D of \u00a7 13.1-625, the board of directors of a corporation may:1\n\nModify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and2\n\nRelocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.B\n\nDuring such an emergency, unless emergency bylaws provide otherwise:1\n\nNotice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by electronic transmission, press release, publication, or radio; and2\n\nOne or more officers of the corporation present at a meeting of the board of directors may be deemed by a majority of the directors present at the meeting to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.C\n\nDuring such an emergency, the board of directors, or, if a quorum cannot be readily convened for a meeting, a majority of the directors present, may:1\n\nTake any action that it determines to be practical and necessary to address circumstances of the emergency with respect to a meeting of shareholders notwithstanding anything to the contrary in this chapter or in the articles of incorporation or bylaws, including (i) to postpone any such meeting to a later time or date, with the record date for determining the shareholders entitled to notice of, and to vote at, such meeting applying to the postponed meeting irrespective of § 13.1-660, unless the board of directors fixes a new record date, and (ii) with respect to a corporation subject to the reporting requirements of § 13(a) or 15(d) of the federal Securities Exchange Act of 1934, as amended, to notify shareholders of any postponement, a change of the place of the meeting, or a change to hold the meeting solely by means of remote communication pursuant to § 13.1-660.2 solely by a document publicly filed by the corporation with the U.S. Securities and Exchange Commission pursuant to § 13, 14, or 15(d) of the federal Securities Exchange Act of 1934, as amended; and2\n\nWith respect to any distribution that has been declared as to which the record date has not occurred, cancel such distribution, change the amount of such distribution, or change the record date or the payment date to a later date; provided that, in any such case, the corporation gives notice of such action to shareholders as promptly as practicable thereafter, and in any event before the record date theretofore in effect. Such notice, in the case of a corporation subject to the reporting requirements of § 13(a) or 15(d) of the federal Securities Exchange Act of 1934, as amended, may be given solely by a document publicly filed by the corporation with the U.S. Securities and Exchange Commission pursuant to § 13, 14, or 15(d) of the federal Securities Exchange Act of 1934, as amended.\n\t\t\t\tNo person shall be liable and no meeting of shareholders shall be postponed or voided for the failure to make a list of shareholders available pursuant to § 13.1-661 if it was not practicable to allow inspection during such an emergency.D\n\nCorporate action taken in good faith during such an emergency under this section to further the ordinary business affairs of the corporation:1\n\nBinds the corporation; and2\n\nMay not be used to impose liability on a director, officer, employee, or agent of the corporation.","order_by":null,"text":{"0":{"id":228632,"text":"In anticipation of or during an emergency, as described in subsection D of \u00a7 13.1-625, the board of directors of a corporation may:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":228633,"text":"Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":228634,"text":"Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":228635,"text":"During such an emergency, unless emergency bylaws provide otherwise:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B1"},"4":{"id":228636,"text":"Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by electronic transmission, press release, publication, or radio; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"5":{"id":228637,"text":"One or more officers of the corporation present at a meeting of the board of directors may be deemed by a majority of the directors present at the meeting to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"6":{"id":228638,"text":"During such an emergency, the board of directors, or, if a quorum cannot be readily convened for a meeting, a majority of the directors present, may:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"C1"},"7":{"id":228639,"text":"Take any action that it determines to be practical and necessary to address circumstances of the emergency with respect to a meeting of shareholders notwithstanding anything to the contrary in this chapter or in the articles of incorporation or bylaws, including (i) to postpone any such meeting to a later time or date, with the record date for determining the shareholders entitled to notice of, and to vote at, such meeting applying to the postponed meeting irrespective of § 13.1-660, unless the board of directors fixes a new record date, and (ii) with respect to a corporation subject to the reporting requirements of § 13(a) or 15(d) of the federal Securities Exchange Act of 1934, as amended, to notify shareholders of any postponement, a change of the place of the meeting, or a change to hold the meeting solely by means of remote communication pursuant to § 13.1-660.2 solely by a document publicly filed by the corporation with the U.S. Securities and Exchange Commission pursuant to § 13, 14, or 15(d) of the federal Securities Exchange Act of 1934, as amended; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"8":{"id":228640,"text":"With respect to any distribution that has been declared as to which the record date has not occurred, cancel such distribution, change the amount of such distribution, or change the record date or the payment date to a later date; provided that, in any such case, the corporation gives notice of such action to shareholders as promptly as practicable thereafter, and in any event before the record date theretofore in effect. Such notice, in the case of a corporation subject to the reporting requirements of § 13(a) or 15(d) of the federal Securities Exchange Act of 1934, as amended, may be given solely by a document publicly filed by the corporation with the U.S. Securities and Exchange Commission pursuant to § 13, 14, or 15(d) of the federal Securities Exchange Act of 1934, as amended.\n\t\t\t\tNo person shall be liable and no meeting of shareholders shall be postponed or voided for the failure to make a list of shareholders available pursuant to § 13.1-661 if it was not practicable to allow inspection during such an emergency.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"9":{"id":228641,"text":"Corporate action taken in good faith during such an emergency under this section to further the ordinary business affairs of the corporation:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2","next_prefix":"D1"},"10":{"id":228642,"text":"Binds the corporation; and","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"11":{"id":228643,"text":"May not be used to impose liability on a director, officer, employee, or agent of the corporation.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1"}},"ancestry":[{"id":14669,"edition_id":1,"name":"Purposes and Powers","identifier":"4","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:49:14","date_modified":"2026-06-26 03:49:14","permalink":{"id":150921,"object_type":"structure","relational_id":14669,"identifier":"4","token":"13.1\/9\/4","url":"\/13.1\/9\/4\/","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":70379,"structure_id":14669,"section_number":"13.1-626","catch_line":"Purposes","url":"\/13.1-626\/","token":"13.1\/9\/4\/13.1-626","metadata":false},{"id":56269,"structure_id":14669,"section_number":"13.1-627","catch_line":"General powers","url":"\/13.1-627\/","token":"13.1\/9\/4\/13.1-627","metadata":false},{"id":62706,"structure_id":14669,"section_number":"13.1-628","catch_line":"Emergency powers","url":"\/13.1-628\/","token":"13.1\/9\/4\/13.1-628","metadata":false},{"id":66956,"structure_id":14669,"section_number":"13.1-629","catch_line":"Lack of power to act","url":"\/13.1-629\/","token":"13.1\/9\/4\/13.1-629","metadata":false}],"previous_section":{"id":56269,"structure_id":14669,"section_number":"13.1-627","catch_line":"General powers","url":"\/13.1-627\/","token":"13.1\/9\/4\/13.1-627","metadata":false},"next_section":{"id":66956,"structure_id":14669,"section_number":"13.1-629","catch_line":"Lack of power to act","url":"\/13.1-629\/","token":"13.1\/9\/4\/13.1-629","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-628\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. 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. That modification is as follows: in 2005, chapter 765<\/a>.<\/p>","references":[{"id":75810,"section_number":"13.1-625","catch_line":"Emergency bylaws","order_by":null,"url":"\/13.1-625\/"}],"refers_to":[{"id":75810,"section_number":"13.1-625","catch_line":"Emergency bylaws","order_by":null,"url":"\/13.1-625\/"},{"id":60334,"section_number":"13.1-660","catch_line":"Record date for meeting","order_by":null,"url":"\/13.1-660\/"},{"id":66418,"section_number":"13.1-660.2","catch_line":"Remote participation in shareholders' meetings","order_by":null,"url":"\/13.1-660.2\/"},{"id":68550,"section_number":"13.1-661","catch_line":"Shareholders' list for meeting","order_by":null,"url":"\/13.1-661\/"}],"permalink":{"id":150931,"object_type":"law","relational_id":62706,"identifier":"13.1-628","token":"13.1\/9\/4\/13.1-628","url":"\/13.1-628\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-628\/","token":"13.1\/9\/4\/13.1-628","dublin_core":{"Title":"Emergency powers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-628","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> In anticipation of or during an emergency, as described in subsection D of \u00a7 13.1-625<\/a>, the board of directors of a corporation<\/span> may: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Relocate the principal office<\/span>, designate alternative principal offices<\/span> or regional offices, or authorize the officers to do so. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> During such an emergency, unless emergency bylaws provide otherwise: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by electronic transmission<\/span>, press release, publication, or radio; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> One or more officers of the corporation<\/span> present at a meeting of the board of directors may be deemed by a majority of the directors present at the meeting to be directors for the meeting, in order<\/span> of rank and within the same rank in order<\/span> of seniority, as necessary to achieve a quorum. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> During such an emergency, the board of directors, or, if a quorum cannot be readily convened for a meeting, a majority of the directors present, may: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Take any action that it determines to be practical and necessary to address circumstances of the emergency with respect to a meeting of shareholders<\/span> notwithstanding anything to the contrary in this chapter or in the articles of incorporation<\/span> or bylaws, including (i) to postpone any such meeting to a later time or date, with the record date<\/span> for determining the shareholders<\/span> entitled to notice of, and to vote at, such meeting applying to the postponed meeting irrespective of § 13.1-660<\/a>, unless the board of directors fixes a new record date<\/span>, and (ii) with respect to a corporation<\/span> subject to the reporting requirements of § 13(a) or 15(d) of the federal Securities Exchange Act of 1934, as amended, to notify shareholders<\/span> of any postponement, a change of the place of the meeting, or a change to hold the meeting solely by means of remote communication pursuant to § 13.1-660.2<\/a> solely by a document<\/span> publicly filed by the corporation<\/span> with the U.S. Securities and Exchange Commission<\/span> pursuant to § 13, 14, or 15(d) of the federal Securities Exchange Act of 1934, as amended; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> With respect to any distribution<\/span> that has been declared as to which the record date<\/span> has not occurred, cancel such distribution<\/span>, change the amount of such distribution<\/span>, or change the record date<\/span> or the payment date to a later date; provided that, in any such case, the corporation<\/span> gives notice of such action to shareholders<\/span> as promptly as practicable thereafter, and in any event before the record date<\/span> theretofore in effect. Such notice, in the case of a corporation<\/span> subject to the reporting requirements of § 13(a) or 15(d) of the federal Securities Exchange Act of 1934, as amended, may be given solely by a document<\/span> publicly filed by the corporation<\/span> with the U.S. Securities and Exchange Commission<\/span> pursuant to § 13, 14, or 15(d) of the federal Securities Exchange Act of 1934, as amended.\n\t\t\t\tNo person<\/span> shall be liable and no meeting of shareholders<\/span> shall be postponed or voided for the failure to make a list of shareholders<\/span> available pursuant to § 13.1-661<\/a> if it was not practicable to allow inspection during such an emergency. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Corporate action taken in good faith during such an emergency under this section to further the ordinary business affairs of the corporation<\/span>: <\/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>","plain_text":" CODE OF VIRGINIA\n\nEMERGENCY POWERS (\u00a7 13.1-628)\n\nA. In anticipation of or during an emergency, as described in subsection D of \u00a7\n13.1-625, the board of directors of a corporation may:\n\n 1. Modify lines of succession to accommodate the incapacity of any director,\n officer, employee, or agent; and\n\n 2. Relocate the principal office, designate alternative principal offices or\n regional offices, or authorize the officers to do so.\n\nB. During such an emergency, unless emergency bylaws provide otherwise:\n\n 1. Notice of a meeting of the board of directors need be given only to those\n directors whom it is practicable to reach and may be given in any practicable\n manner, including by electronic transmission, press release, publication, or\n radio; and\n\n 2. One or more officers of the corporation present at a meeting of the board\n of directors may be deemed by a majority of the directors present at the\n meeting to be directors for the meeting, in order of rank and within the same\n rank in order of seniority, as necessary to achieve a quorum.\n\nC. During such an emergency, the board of directors, or, if a quorum cannot be\nreadily convened for a meeting, a majority of the directors present, may:\n\n 1. Take any action that it determines to be practical and necessary to address\n circumstances of the emergency with respect to a meeting of shareholders\n notwithstanding anything to the contrary in this chapter or in the articles of\n incorporation or bylaws, including (i) to postpone any such meeting to a later\n time or date, with the record date for determining the shareholders entitled\n to notice of, and to vote at, such meeting applying to the postponed meeting\n irrespective of § 13.1-660, unless the board of directors fixes a new\n record date, and (ii) with respect to a corporation subject to the reporting\n requirements of § 13(a) or 15(d) of the federal Securities Exchange Act\n of 1934, as amended, to notify shareholders of any postponement, a change of\n the place of the meeting, or a change to hold the meeting solely by means of\n remote communication pursuant to § 13.1-660.2 solely by a document\n publicly filed by the corporation with the U.S. Securities and Exchange\n Commission pursuant to § 13, 14, or 15(d) of the federal Securities\n Exchange Act of 1934, as amended; and\n\n 2. With respect to any distribution that has been declared as to which the\n record date has not occurred, cancel such distribution, change the amount of\n such distribution, or change the record date or the payment date to a later\n date; provided that, in any such case, the corporation gives notice of such\n action to shareholders as promptly as practicable thereafter, and in any event\n before the record date theretofore in effect. Such notice, in the case of a\n corporation subject to the reporting requirements of § 13(a) or 15(d) of\n the federal Securities Exchange Act of 1934, as amended, may be given solely\n by a document publicly filed by the corporation with the U.S. Securities and\n Exchange Commission pursuant to § 13, 14, or 15(d) of the federal\n Securities Exchange Act of 1934, as amended.\n \t\t\t\tNo person shall be liable and no meeting of shareholders shall be\n postponed or voided for the failure to make a list of shareholders available\n pursuant to § 13.1-661 if it was not practicable to allow inspection\n during such an emergency.\n\nD. Corporate action taken in good faith during such an emergency under this\nsection to further the ordinary business affairs of the corporation:\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\nHISTORY: 1985, c. 522; 2005, c. 765; 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}}