{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-867.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-867.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-867.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-867.html"}],"law_id":78773,"edition_id":1,"section_id":78773,"structure_id":13531,"section_number":"13.1-867","catch_line":"Waiver of notice by director","history":"1985, c. 522; 2007, c. 925.","full_text":"A\n\nA director may waive any notice required by this Act, the articles of incorporation, or bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided in subsection B of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.B\n\nA director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.","order_by":null,"text":{"0":{"id":282231,"text":"A director may waive any notice required by this Act, the articles of incorporation, or bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided in subsection B of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":282232,"text":"A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A"}},"ancestry":[{"id":13531,"edition_id":1,"name":"Directors and Officers","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:45:08","date_modified":"2026-06-26 03:45:08","permalink":{"id":148133,"object_type":"structure","relational_id":13531,"identifier":"8","token":"13.1\/10\/8","url":"\/13.1\/10\/8\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":83970,"structure_id":13531,"section_number":"13.1-853","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-853\/","token":"13.1\/10\/8\/13.1-853","metadata":false},{"id":68503,"structure_id":13531,"section_number":"13.1-854","catch_line":"Qualification of directors","url":"\/13.1-854\/","token":"13.1\/10\/8\/13.1-854","metadata":false},{"id":56717,"structure_id":13531,"section_number":"13.1-855","catch_line":"Number and election of directors","url":"\/13.1-855\/","token":"13.1\/10\/8\/13.1-855","metadata":false},{"id":73756,"structure_id":13531,"section_number":"13.1-856","catch_line":"Election of directors by certain classes of members","url":"\/13.1-856\/","token":"13.1\/10\/8\/13.1-856","metadata":false},{"id":68232,"structure_id":13531,"section_number":"13.1-857","catch_line":"Terms of directors generally","url":"\/13.1-857\/","token":"13.1\/10\/8\/13.1-857","metadata":false},{"id":66939,"structure_id":13531,"section_number":"13.1-858","catch_line":"Staggered terms of directors","url":"\/13.1-858\/","token":"13.1\/10\/8\/13.1-858","metadata":false},{"id":69249,"structure_id":13531,"section_number":"13.1-859","catch_line":"Resignation of directors","url":"\/13.1-859\/","token":"13.1\/10\/8\/13.1-859","metadata":false},{"id":81920,"structure_id":13531,"section_number":"13.1-860","catch_line":"Removal of directors","url":"\/13.1-860\/","token":"13.1\/10\/8\/13.1-860","metadata":false},{"id":72297,"structure_id":13531,"section_number":"13.1-861","catch_line":"Judicial review of elections","url":"\/13.1-861\/","token":"13.1\/10\/8\/13.1-861","metadata":false},{"id":58753,"structure_id":13531,"section_number":"13.1-862","catch_line":"Vacancy on board of directors","url":"\/13.1-862\/","token":"13.1\/10\/8\/13.1-862","metadata":false},{"id":69910,"structure_id":13531,"section_number":"13.1-863","catch_line":"Compensation of directors","url":"\/13.1-863\/","token":"13.1\/10\/8\/13.1-863","metadata":false},{"id":84891,"structure_id":13531,"section_number":"13.1-864","catch_line":"Meetings of the board of directors","url":"\/13.1-864\/","token":"13.1\/10\/8\/13.1-864","metadata":false},{"id":77538,"structure_id":13531,"section_number":"13.1-865","catch_line":"Action without meeting of board of directors","url":"\/13.1-865\/","token":"13.1\/10\/8\/13.1-865","metadata":false},{"id":76527,"structure_id":13531,"section_number":"13.1-866","catch_line":"Notice of board of directors' meetings","url":"\/13.1-866\/","token":"13.1\/10\/8\/13.1-866","metadata":false},{"id":78773,"structure_id":13531,"section_number":"13.1-867","catch_line":"Waiver of notice by director","url":"\/13.1-867\/","token":"13.1\/10\/8\/13.1-867","metadata":false},{"id":55069,"structure_id":13531,"section_number":"13.1-868","catch_line":"Quorum and voting by directors","url":"\/13.1-868\/","token":"13.1\/10\/8\/13.1-868","metadata":false},{"id":85811,"structure_id":13531,"section_number":"13.1-869","catch_line":"Committees","url":"\/13.1-869\/","token":"13.1\/10\/8\/13.1-869","metadata":false},{"id":82285,"structure_id":13531,"section_number":"13.1-870","catch_line":"General standards of conduct for directors","url":"\/13.1-870\/","token":"13.1\/10\/8\/13.1-870","metadata":false},{"id":60905,"structure_id":13531,"section_number":"13.1-870.1","catch_line":"Limitation on liability of officers and directors; exception","url":"\/13.1-870.1\/","token":"13.1\/10\/8\/13.1-870.1","metadata":false},{"id":71515,"structure_id":13531,"section_number":"13.1-870.2","catch_line":"Limitation on liability of officers and directors; additional exception","url":"\/13.1-870.2\/","token":"13.1\/10\/8\/13.1-870.2","metadata":false},{"id":73903,"structure_id":13531,"section_number":"13.1-871","catch_line":"Director conflict of interests","url":"\/13.1-871\/","token":"13.1\/10\/8\/13.1-871","metadata":false},{"id":54497,"structure_id":13531,"section_number":"13.1-871.1","catch_line":"Business opportunities","url":"\/13.1-871.1\/","token":"13.1\/10\/8\/13.1-871.1","metadata":false},{"id":69141,"structure_id":13531,"section_number":"13.1-872","catch_line":"Required officers","url":"\/13.1-872\/","token":"13.1\/10\/8\/13.1-872","metadata":false},{"id":69422,"structure_id":13531,"section_number":"13.1-873","catch_line":"Duties of officers","url":"\/13.1-873\/","token":"13.1\/10\/8\/13.1-873","metadata":false},{"id":81253,"structure_id":13531,"section_number":"13.1-874","catch_line":"Resignation and removal of officers","url":"\/13.1-874\/","token":"13.1\/10\/8\/13.1-874","metadata":false}],"previous_section":{"id":76527,"structure_id":13531,"section_number":"13.1-866","catch_line":"Notice of board of directors' meetings","url":"\/13.1-866\/","token":"13.1\/10\/8\/13.1-866","metadata":false},"next_section":{"id":55069,"structure_id":13531,"section_number":"13.1-868","catch_line":"Quorum and voting by directors","url":"\/13.1-868\/","token":"13.1\/10\/8\/13.1-868","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-867\/","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 2007, chapter 925<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":148191,"object_type":"law","relational_id":78773,"identifier":"13.1-867","token":"13.1\/10\/8\/13.1-867","url":"\/13.1-867\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-867\/","token":"13.1\/10\/8\/13.1-867","dublin_core":{"Title":"Waiver of notice by director","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-867","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A director<\/span> may waive<\/span> any notice required by this Act, the articles of incorporation<\/span>, or bylaws before or after the date and time stated in the notice, and such waiver<\/span> shall be equivalent to the giving of such notice. Except as provided in subsection B of this section, the waiver<\/span> shall be in writing<\/span>, signed by the director<\/span> entitled to the notice, and filed with the minutes or corporate records. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A director<\/span>’s attendance at or participation in a meeting waives<\/span> any required notice to him of the meeting unless the director<\/span> at the beginning of the meeting, or promptly upon his arrival, objects<\/span> to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWAIVER OF NOTICE BY DIRECTOR (\u00a7 13.1-867)\n\nA. A director may waive any notice required by this Act, the articles of\nincorporation, or bylaws before or after the date and time stated in the notice,\nand such waiver shall be equivalent to the giving of such notice. Except as\nprovided in subsection B of this section, the waiver shall be in writing, signed\nby the director entitled to the notice, and filed with the minutes or corporate\nrecords.\n\nB. A director’s attendance at or participation in a meeting waives any\nrequired notice to him of the meeting unless the director at the beginning of\nthe meeting, or promptly upon his arrival, objects to holding the meeting or\ntransacting business at the meeting and does not thereafter vote for or assent\nto action taken at the meeting.\n\nHISTORY: 1985, c. 522; 2007, c. 925.","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}}