{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-868.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-868.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-868.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-868.html"}],"law_id":55069,"edition_id":1,"section_id":55069,"structure_id":13531,"section_number":"13.1-868","catch_line":"Quorum and voting by directors","history":"Code 1950, \u00a7 13.1-223; 1956, c. 428; 1985, c. 522; 1992, c. 471; 2007, c. 925.","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 Act, a quorum of a 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 fixed or prescribed 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.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 his arrival, to holding it or transacting specified business at the meeting; or2\n\nHe votes against, or abstains from, the action taken.E\n\nExcept as provided in § 13.1-852.1, a director shall not vote by proxy.F\n\nWhenever this Act 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 members.","order_by":null,"text":{"0":{"id":201959,"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 Act, a quorum of a board of directors consists of:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":201960,"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":201961,"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":201962,"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 fixed or prescribed 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":201963,"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.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"5":{"id":201964,"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":201965,"text":"The director objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting specified business at the meeting; or","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"7":{"id":201966,"text":"He votes against, or abstains from, the action taken.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"E"},"8":{"id":201967,"text":"Except as provided in § 13.1-852.1, a director shall not vote by proxy.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D2","next_prefix":"F"},"9":{"id":201968,"text":"Whenever this Act 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 members.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":13531,"edition_id":1,"name":"Directors and 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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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-868\/","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 1956, chapter 428; in 1985, chapter 522; in 1992, chapter 471; in 2007, chapter 925<\/a>.<\/p>","references":[{"id":85811,"section_number":"13.1-869","catch_line":"Committees","order_by":null,"url":"\/13.1-869\/"},{"id":68983,"section_number":"13.1-878","catch_line":"Advance for expenses","order_by":null,"url":"\/13.1-878\/"}],"refers_to":[{"id":77362,"section_number":"13.1-852.1","catch_line":"Member or director agreements","order_by":null,"url":"\/13.1-852.1\/"}],"permalink":{"id":148195,"object_type":"law","relational_id":55069,"identifier":"13.1-868","token":"13.1\/10\/8\/13.1-868","url":"\/13.1-868\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-868\/","token":"13.1\/10\/8\/13.1-868","dublin_core":{"Title":"Quorum and voting by directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-868","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 Act, a quorum of a board of directors<\/span> 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<\/span> to consist of no fewer than one-third of the fixed or prescribed 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<\/span> unless the articles of incorporation<\/span> or bylaws require the vote of a greater number of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A director<\/span> who is present at a meeting of the board of directors<\/span> or a committee of the board of directors<\/span> 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<\/span> objects<\/span> at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting specified business at the meeting; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> He votes against, or abstains from, the action taken. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Except as provided in § 13.1-852.1<\/a>, a director<\/span> shall not vote by proxy. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Whenever this Act requires the board of directors<\/span> 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 members<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nQUORUM AND VOTING BY DIRECTORS (\u00a7 13.1-868)\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 Act, a quorum of a board of directors\nconsists 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 fixed or prescribed\nnumber of 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.\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 his\n arrival, to holding it or transacting specified business at the meeting; or\n\n 2. He votes against, or abstains from, the action taken.\n\nE. Except as provided in § 13.1-852.1, a director shall not vote by proxy.\n\nF. Whenever this Act requires the board of directors to take any action or to\nrecommend or approve any proposed corporate act, such action, recommendation or\napproval shall not be required if the proposed action or corporate act is\nadopted by the unanimous consent of members.\n\nHISTORY: Code 1950, \u00a7 13.1-223; 1956, c. 428; 1985, c. 522; 1992, c. 471; 2007,\nc. 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}}