{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-689.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-689.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-689.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-689.html"}],"law_id":80537,"edition_id":1,"section_id":80537,"structure_id":14362,"section_number":"13.1-689","catch_line":"Committees","history":"Code 1950, \u00a7 13.1-40; 1956, c. 428; 1975, c. 500; 1980, c. 341; 1985, c. 522; 2005, c. 765; 2010, c. 782; 2019, c. 734.","full_text":"A\n\nUnless the articles of incorporation or bylaws provide otherwise, a board of directors may establish one or more committees of the board of directors to perform functions of the board of directors and appoint two or more directors of the board of directors to serve on each committee. While non-board members may also be appointed to a committee, they may not vote on any matter for which the committee is performing a function of the board of directors. Each committee member serves at the pleasure of the board of directors.B\n\nUnless the articles of incorporation or bylaws provide otherwise, the establishment of a committee and appointment of members to it shall be approved by the greater number of (i) a majority of all the directors in office when the action is taken or (ii) the number of directors required by the articles of incorporation or bylaws to take action under § 13.1-688.C\n\nSections 13.1-684 through 13.1-688, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.D\n\nTo the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under \u00a7 13.1-673, except that a committee may not:1\n\nApprove or propose to shareholders action that this chapter requires to be approved by shareholders;2\n\nFill vacancies on the board of directors or, subject to subsection E, on any committee;3\n\nAmend the articles of incorporation pursuant to § 13.1-706;4\n\nAdopt, amend, or repeal the bylaws;5\n\nApprove a plan of merger not requiring shareholder approval;6\n\nAuthorize or approve a distribution, except according to a formula or method, or within limits, prescribed by the board of directors; or7\n\nAuthorize or approve the issuance or sale or contract for sale of shares, or determine the designation and rights, preferences, and limitations of a class or series of shares, except that the board of directors may (i) authorize a committee to do so subject to such limits, if any, as may be prescribed by the board of directors, and (ii) authorize a senior executive officer of the corporation to do so subject to such limits, if any, as may be prescribed by the board of directors or by subsection C of § 13.1-646.E\n\nThe board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation or the bylaws or the resolutions of the board of directors establishing the committee provide otherwise, in the event of the absence or disqualification of a member of a committee and there are no alternate members appointed by the board of directors, the member or members of the committee present at any meeting and not disqualified from voting may by unanimous action appoint another director to act in place of the absent or disqualified member during that member’s absence or disqualification.","order_by":null,"text":{"0":{"id":288532,"text":"Unless the articles of incorporation or bylaws provide otherwise, a board of directors may establish one or more committees of the board of directors to perform functions of the board of directors and appoint two or more directors of the board of directors to serve on each committee. While non-board members may also be appointed to a committee, they may not vote on any matter for which the committee is performing a function of the board of directors. Each committee member serves at the pleasure of the board of directors.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":288533,"text":"Unless the articles of incorporation or bylaws provide otherwise, the establishment of a committee and appointment of members to it shall be approved by the greater number of (i) a majority of all the directors in office when the action is taken or (ii) the number of directors required by the articles of incorporation or bylaws to take action under § 13.1-688.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":288534,"text":"Sections 13.1-684 through 13.1-688, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":288535,"text":"To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under \u00a7 13.1-673, except that a committee may not:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":288536,"text":"Approve or propose to shareholders action that this chapter requires to be approved by shareholders;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":288537,"text":"Fill vacancies on the board of directors or, subject to subsection E, on any committee;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"6":{"id":288538,"text":"Amend the articles of incorporation pursuant to § 13.1-706;","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"7":{"id":288539,"text":"Adopt, amend, or repeal the bylaws;","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"D5"},"8":{"id":288540,"text":"Approve a plan of merger not requiring shareholder approval;","type":"section","prefixes":["D","5"],"prefix":"5","entire_prefix":"D5","prefix_anchor":"D5","level":2,"prior_prefix":"D4","next_prefix":"D6"},"9":{"id":288541,"text":"Authorize or approve a distribution, except according to a formula or method, or within limits, prescribed by the board of directors; or","type":"section","prefixes":["D","6"],"prefix":"6","entire_prefix":"D6","prefix_anchor":"D6","level":2,"prior_prefix":"D5","next_prefix":"D7"},"10":{"id":288542,"text":"Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and rights, preferences, and limitations of a class or series of shares, except that the board of directors may (i) authorize a committee to do so subject to such limits, if any, as may be prescribed by the board of directors, and (ii) authorize a senior executive officer of the corporation to do so subject to such limits, if any, as may be prescribed by the board of directors or by subsection C of § 13.1-646.","type":"section","prefixes":["D","7"],"prefix":"7","entire_prefix":"D7","prefix_anchor":"D7","level":2,"prior_prefix":"D6","next_prefix":"E"},"11":{"id":288543,"text":"The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation or the bylaws or the resolutions of the board of directors establishing the committee provide otherwise, in the event of the absence or disqualification of a member of a committee and there are no alternate members appointed by the board of directors, the member or members of the committee present at any meeting and not disqualified from voting may by unanimous action appoint another director to act in place of the absent or disqualified member during that member’s absence or disqualification.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D7"}},"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 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 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shares","url":"\/13.1-676\/","token":"13.1\/9\/9\/13.1-676","metadata":false},{"id":81166,"structure_id":14362,"section_number":"13.1-677","catch_line":"Terms of directors generally","url":"\/13.1-677\/","token":"13.1\/9\/9\/13.1-677","metadata":false},{"id":71464,"structure_id":14362,"section_number":"13.1-678","catch_line":"Staggered terms for directors","url":"\/13.1-678\/","token":"13.1\/9\/9\/13.1-678","metadata":false},{"id":57845,"structure_id":14362,"section_number":"13.1-679","catch_line":"Resignation of directors","url":"\/13.1-679\/","token":"13.1\/9\/9\/13.1-679","metadata":false},{"id":63645,"structure_id":14362,"section_number":"13.1-680","catch_line":"Removal of directors by 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directors","url":"\/13.1-688\/","token":"13.1\/9\/9\/13.1-688","metadata":false},{"id":80537,"structure_id":14362,"section_number":"13.1-689","catch_line":"Committees","url":"\/13.1-689\/","token":"13.1\/9\/9\/13.1-689","metadata":false},{"id":72306,"structure_id":14362,"section_number":"13.1-690","catch_line":"General standards of conduct for director","url":"\/13.1-690\/","token":"13.1\/9\/9\/13.1-690","metadata":false},{"id":66497,"structure_id":14362,"section_number":"13.1-690.1","catch_line":"Director of open-end management investment company deemed disinterested","url":"\/13.1-690.1\/","token":"13.1\/9\/9\/13.1-690.1","metadata":false},{"id":56699,"structure_id":14362,"section_number":"13.1-691","catch_line":"Director conflict of interests","url":"\/13.1-691\/","token":"13.1\/9\/9\/13.1-691","metadata":false},{"id":72680,"structure_id":14362,"section_number":"13.1-691.1","catch_line":"Business 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officers","url":"\/13.1-695\/","token":"13.1\/9\/9\/13.1-695","metadata":false}],"previous_section":{"id":57551,"structure_id":14362,"section_number":"13.1-688","catch_line":"Quorum and voting by directors","url":"\/13.1-688\/","token":"13.1\/9\/9\/13.1-688","metadata":false},"next_section":{"id":72306,"structure_id":14362,"section_number":"13.1-690","catch_line":"General standards of conduct for director","url":"\/13.1-690\/","token":"13.1\/9\/9\/13.1-690","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-689\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 7 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 1975, chapter 500; in 1980, chapter 341; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2010, chapter 782<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":71847,"section_number":"13.1-643","catch_line":"Issuance of shares","order_by":null,"url":"\/13.1-643\/"},{"id":56676,"section_number":"13.1-646","catch_line":"Share rights, options, warrants, and other awards","order_by":null,"url":"\/13.1-646\/"}],"refers_to":[{"id":79378,"section_number":"13.1-673","catch_line":"Requirement for and duties of board of directors","order_by":null,"url":"\/13.1-673\/"},{"id":71263,"section_number":"13.1-684","catch_line":"Meetings of the board of directors","order_by":null,"url":"\/13.1-684\/"},{"id":57551,"section_number":"13.1-688","catch_line":"Quorum and voting by directors","order_by":null,"url":"\/13.1-688\/"},{"id":55616,"section_number":"13.1-706","catch_line":"Amendment of articles of incorporation by the board of directors","order_by":null,"url":"\/13.1-706\/"}],"permalink":{"id":151239,"object_type":"law","relational_id":80537,"identifier":"13.1-689","token":"13.1\/9\/9\/13.1-689","url":"\/13.1-689\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-689\/","token":"13.1\/9\/9\/13.1-689","dublin_core":{"Title":"Committees","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-689","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless the articles of incorporation<\/span> or bylaws provide otherwise, a board of directors may establish one or more committees of the board of directors to perform functions of the board of directors and appoint two or more directors of the board of directors to serve on each committee. While non-board members may also be appointed to a committee, they may not vote on any matter for which the committee is performing a function of the board of directors. Each committee member serves at the pleasure of the board of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless the articles of incorporation<\/span> or bylaws provide otherwise, the establishment of a committee and appointment of members to it shall be approved by the greater number of (i) a majority of all the directors in office when the action is taken or (ii) the number of directors required by the articles of incorporation<\/span> or bylaws to take action under § 13.1-688<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Sections 13.1-684<\/a> through 13.1-688<\/a>, which govern meetings, action without meetings, notice and waiver<\/span> of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> To the extent specified by the board of directors or in the articles of incorporation<\/span> or bylaws, each committee may exercise the authority of the board of directors under \u00a7 13.1-673<\/a>, except that a committee may not: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Approve or propose to shareholders<\/span> action that this chapter requires to be approved by shareholders<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Fill vacancies on the board of directors or, subject to subsection E, on any committee; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Amend<\/span> the articles of incorporation<\/span> pursuant to § 13.1-706<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Adopt, amend<\/span>, or repeal the bylaws; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Approve a plan of merger<\/span> not requiring shareholder<\/span> approval; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Authorize or approve a distribution<\/span>, except according to a formula or method, or within limits, prescribed by the board of directors; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Authorize or approve the issuance or sale or contract<\/span> for sale of shares<\/span>, or determine the designation and rights, preferences, and limitations of a class or series of shares<\/span>, except that the board of directors may (i) authorize a committee to do so subject to such limits, if any, as may be prescribed by the board of directors, and (ii) authorize a senior executive officer of the corporation<\/span> to do so subject to such limits, if any, as may be prescribed by the board of directors or by subsection C of § 13.1-646<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation<\/span> or the bylaws or the resolutions of the board of directors establishing the committee provide otherwise, in the event of the absence or disqualification of a member of a committee and there are no alternate members appointed by the board of directors, the member or members of the committee present at any meeting and not disqualified from voting may by unanimous action appoint another director to act in place of the absent or disqualified member during that member’s absence or disqualification. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOMMITTEES (\u00a7 13.1-689)\n\nA. Unless the articles of incorporation or bylaws provide otherwise, a board of\ndirectors may establish one or more committees of the board of directors to\nperform functions of the board of directors and appoint two or more directors of\nthe board of directors to serve on each committee. While non-board members may\nalso be appointed to a committee, they may not vote on any matter for which the\ncommittee is performing a function of the board of directors. Each committee\nmember serves at the pleasure of the board of directors.\n\nB. Unless the articles of incorporation or bylaws provide otherwise, the\nestablishment of a committee and appointment of members to it shall be approved\nby the greater number of (i) a majority of all the directors in office when the\naction is taken or (ii) the number of directors required by the articles of\nincorporation or bylaws to take action under § 13.1-688.\n\nC. Sections 13.1-684 through 13.1-688, which govern meetings, action without\nmeetings, notice and waiver of notice, and quorum and voting requirements of the\nboard of directors, apply to committees and their members as well.\n\nD. To the extent specified by the board of directors or in the articles of\nincorporation or bylaws, each committee may exercise the authority of the board\nof directors under \u00a7 13.1-673, except that a committee may not:\n\n 1. Approve or propose to shareholders action that this chapter requires to be\n approved by shareholders;\n\n 2. Fill vacancies on the board of directors or, subject to subsection E, on\n any committee;\n\n 3. Amend the articles of incorporation pursuant to § 13.1-706;\n\n 4. Adopt, amend, or repeal the bylaws;\n\n 5. Approve a plan of merger not requiring shareholder approval;\n\n 6. Authorize or approve a distribution, except according to a formula or\n method, or within limits, prescribed by the board of directors; or\n\n 7. Authorize or approve the issuance or sale or contract for sale of shares,\n or determine the designation and rights, preferences, and limitations of a\n class or series of shares, except that the board of directors may (i)\n authorize a committee to do so subject to such limits, if any, as may be\n prescribed by the board of directors, and (ii) authorize a senior executive\n officer of the corporation to do so subject to such limits, if any, as may be\n prescribed by the board of directors or by subsection C of § 13.1-646.\n\nE. The board of directors may appoint one or more directors as alternate members\nof any committee to replace any absent or disqualified member during the\nmember’s absence or disqualification. Unless the articles of incorporation\nor the bylaws or the resolutions of the board of directors establishing the\ncommittee provide otherwise, in the event of the absence or disqualification of\na member of a committee and there are no alternate members appointed by the\nboard of directors, the member or members of the committee present at any\nmeeting and not disqualified from voting may by unanimous action appoint another\ndirector to act in place of the absent or disqualified member during that\nmember’s absence or disqualification.\n\nHISTORY: Code 1950, \u00a7 13.1-40; 1956, c. 428; 1975, c. 500; 1980, c. 341; 1985,\nc. 522; 2005, c. 765; 2010, c. 782; 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}}