{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-688.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-688.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-688.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-688.html"}],"law_id":57551,"edition_id":1,"section_id":57551,"structure_id":14362,"section_number":"13.1-688","catch_line":"Quorum and voting by directors","history":"Code 1950, \u00a7\u00a7 13-206, 13-207, 13.1-39, 13.1-44; 1956, c. 428; 1966, c. 131; 1985, c. 522; 1992, c. 471; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nUnless the articles of incorporation or bylaws require a greater or lesser number for the transaction of all business or any particular business, or unless otherwise specifically provided in this chapter, a quorum of the board of directors consists of:1\n\nA majority of the fixed number of directors if the corporation has a fixed board size; or2\n\nA majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.B\n\nThe articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the specified or fixed number of directors determined under subsection A.C\n\nIf a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.D\n\nA director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:1\n\nThe director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding it or transacting specified business at the meeting;2\n\nThe director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or3\n\nThe director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the secretary of the corporation or meeting immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.E\n\nExcept as may be provided in an agreement authorized by § 13.1-671.1, a director shall not vote by proxy.F\n\nWhenever this chapter requires the board of directors to take any action or to recommend or approve any proposed corporate act, such action, recommendation, or approval shall not be required if the proposed action or corporate act is adopted by the unanimous consent of shareholders.","order_by":null,"text":{"0":{"id":210844,"text":"Unless the articles of incorporation or bylaws require a greater or lesser number for the transaction of all business or any particular business, or unless otherwise specifically provided in this chapter, a quorum of the board of directors consists of:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":210845,"text":"A majority of the fixed number of directors if the corporation has a fixed board size; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":210846,"text":"A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":210847,"text":"The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the specified or fixed number of directors determined under subsection A.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":210848,"text":"If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"5":{"id":210849,"text":"A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"6":{"id":210850,"text":"The director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding it or transacting specified business at the meeting;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"7":{"id":210851,"text":"The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"8":{"id":210852,"text":"The director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the secretary of the corporation or meeting immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"E"},"9":{"id":210853,"text":"Except as may be provided in an agreement authorized by § 13.1-671.1, a director shall not vote by proxy.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D3","next_prefix":"F"},"10":{"id":210854,"text":"Whenever this chapter requires the board of directors to take any action or to recommend or approve any proposed corporate act, such action, recommendation, or approval shall not be required if the proposed action or corporate act is adopted by the unanimous consent of shareholders.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":14362,"edition_id":1,"name":"Directors and Officers","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:47:53","date_modified":"2026-06-26 03:47:53","permalink":{"id":151169,"object_type":"structure","relational_id":14362,"identifier":"9","token":"13.1\/9\/9","url":"\/13.1\/9\/9\/","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 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The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 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 1956, chapter 428; in 1966, chapter 131; in 1985, chapter 522; in 1992, chapter 471; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":80537,"section_number":"13.1-689","catch_line":"Committees","order_by":null,"url":"\/13.1-689\/"},{"id":62700,"section_number":"13.1-699","catch_line":"Advance for expenses","order_by":null,"url":"\/13.1-699\/"}],"refers_to":[{"id":86810,"section_number":"13.1-671.1","catch_line":"Shareholder agreements","order_by":null,"url":"\/13.1-671.1\/"}],"permalink":{"id":151235,"object_type":"law","relational_id":57551,"identifier":"13.1-688","token":"13.1\/9\/9\/13.1-688","url":"\/13.1-688\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-688\/","token":"13.1\/9\/9\/13.1-688","dublin_core":{"Title":"Quorum and voting by directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-688","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless the articles of incorporation<\/span> or bylaws require a greater or lesser number for the transaction of all business or any particular business, or unless otherwise specifically provided in this chapter, a quorum of the board of directors consists of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A majority of the fixed number of directors if the corporation<\/span> has a fixed board size; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation<\/span> has a variable-range size board. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The articles of incorporation<\/span> or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the specified or fixed number of directors determined under subsection A. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation<\/span> or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The director objects<\/span> at the beginning of the meeting, or promptly upon the director’s arrival, to holding it or transacting specified business at the meeting; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The director delivers<\/span> written<\/span> notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the secretary<\/span> of the corporation<\/span> or meeting immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Except as may be provided in an agreement authorized by § 13.1-671.1<\/a>, a director shall not vote by proxy. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Whenever this chapter requires the board of directors to take any action or to recommend or approve any proposed corporate act, such action, recommendation, or approval shall not be required if the proposed action or corporate act is adopted by the unanimous consent of shareholders<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nQUORUM AND VOTING BY DIRECTORS (\u00a7 13.1-688)\n\nA. Unless the articles of incorporation or bylaws require a greater or lesser\nnumber for the transaction of all business or any particular business, or unless\notherwise specifically provided in this chapter, a quorum of the board of\ndirectors consists of:\n\n 1. A majority of the fixed number of directors if the corporation has a fixed\n board size; or\n\n 2. A majority of the number of directors prescribed, or if no number is\n prescribed the number in office immediately before the meeting begins, if the\n corporation has a variable-range size board.\n\nB. The articles of incorporation or bylaws may authorize a quorum of a board of\ndirectors to consist of no fewer than one-third of the specified or fixed number\nof directors determined under subsection A.\n\nC. If a quorum is present when a vote is taken, the affirmative vote of a\nmajority of directors present is the act of the board of directors unless the\narticles of incorporation or bylaws require the vote of a greater number of\ndirectors or unless otherwise expressly provided in this chapter.\n\nD. A director who is present at a meeting of the board of directors or a\ncommittee of the board of directors when corporate action is taken is deemed to\nhave assented to the action taken unless:\n\n 1. The director objects at the beginning of the meeting, or promptly upon the\n director’s arrival, to holding it or transacting specified business at\n the meeting;\n\n 2. The director’s dissent or abstention from the action taken is entered\n in the minutes of the meeting; or\n\n 3. The director delivers written notice of the director’s dissent or\n abstention to the presiding officer of the meeting before its adjournment or\n to the secretary of the corporation or meeting immediately after adjournment\n of the meeting. The right of dissent or abstention is not available to a\n director who votes in favor of the action taken.\n\nE. Except as may be provided in an agreement authorized by § 13.1-671.1, a\ndirector shall not vote by proxy.\n\nF. Whenever this chapter requires the board of directors to take any action or\nto recommend or approve any proposed corporate act, such action, recommendation,\nor approval shall not be required if the proposed action or corporate act is\nadopted by the unanimous consent of shareholders.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-206, 13-207, 13.1-39, 13.1-44; 1956, c. 428; 1966,\nc. 131; 1985, c. 522; 1992, c. 471; 2005, c. 765; 2019, c. 734.","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}}