{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-869.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-869.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-869.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-869.html"}],"law_id":85811,"edition_id":1,"section_id":85811,"structure_id":13531,"section_number":"13.1-869","catch_line":"Committees","history":"Code 1950, \u00a7 13.1-224; 1956, c. 428; 1975, c. 500; 1977, c. 435; 1985, c. 522; 2007, c. 925.","full_text":"A\n\nUnless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board of directors.B\n\nThe creation of a committee and appointment of directors 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 § 13.1-868.C\n\nSections 13.1-864 through 13.1-868, 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 13.1-853, except that a committee may not:1\n\nApprove or recommend to members action that this Act requires to be approved by members;2\n\nFill vacancies on the board or on any of its committees;3\n\nAmend the articles of incorporation pursuant to § 13.1-885;4\n\nAdopt, amend, or repeal the bylaws; or5\n\nApprove a plan of merger not requiring member approval.E\n\nThe creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 13.1-870.F\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, the bylaws, or the resolution creating the committee provides otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting may unanimously appoint another director to act in place of the absent or disqualified member.","order_by":null,"text":{"0":{"id":307306,"text":"Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members, who serve 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":307307,"text":"The creation of a committee and appointment of directors 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 § 13.1-868.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":307308,"text":"Sections 13.1-864 through 13.1-868, 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":307309,"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 13.1-853, 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":307310,"text":"Approve or recommend to members action that this Act requires to be approved by members;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":307311,"text":"Fill vacancies on the board or on any of its committees;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"6":{"id":307312,"text":"Amend the articles of incorporation pursuant to § 13.1-885;","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"7":{"id":307313,"text":"Adopt, amend, or repeal the bylaws; or","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"D5"},"8":{"id":307314,"text":"Approve a plan of merger not requiring member approval.","type":"section","prefixes":["D","5"],"prefix":"5","entire_prefix":"D5","prefix_anchor":"D5","level":2,"prior_prefix":"D4","next_prefix":"E"},"9":{"id":307315,"text":"The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 13.1-870.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D5","next_prefix":"F"},"10":{"id":307316,"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, the bylaws, or the resolution creating the committee provides otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting may unanimously appoint another director to act in place of the absent or disqualified member.","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 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 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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 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directors","url":"\/13.1-868\/","token":"13.1\/10\/8\/13.1-868","metadata":false},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-869\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 5 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 1977, chapter 435; in 1985, chapter 522; in 2007, chapter 925<\/a>.<\/p>","references":[{"id":81868,"section_number":"38.2-2509","catch_line":"Directors; terms; annual meetings; voting; executive committee","order_by":null,"url":"\/38.2-2509\/"},{"id":79271,"section_number":"38.2-3907","catch_line":"Directors; terms; annual meetings; voting; executive committee","order_by":null,"url":"\/38.2-3907\/"},{"id":87127,"section_number":"6.2-1350","catch_line":"Executive committee","order_by":null,"url":"\/6.2-1350\/"}],"refers_to":[{"id":83970,"section_number":"13.1-853","catch_line":"Requirement for and duties of board of directors","order_by":null,"url":"\/13.1-853\/"},{"id":84891,"section_number":"13.1-864","catch_line":"Meetings of the board of directors","order_by":null,"url":"\/13.1-864\/"},{"id":55069,"section_number":"13.1-868","catch_line":"Quorum and voting by directors","order_by":null,"url":"\/13.1-868\/"},{"id":58197,"section_number":"13.1-885","catch_line":"Amendment of articles of incorporation by directors","order_by":null,"url":"\/13.1-885\/"}],"permalink":{"id":148199,"object_type":"law","relational_id":85811,"identifier":"13.1-869","token":"13.1\/10\/8\/13.1-869","url":"\/13.1-869\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-869\/","token":"13.1\/10\/8\/13.1-869","dublin_core":{"Title":"Committees","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-869","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<\/span> may create one or more committees and appoint members<\/span> of the board of directors<\/span> to serve on them. Each committee shall have two or more members<\/span>, who serve at the pleasure of the board of directors<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The creation of a committee and appointment of directors 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 § 13.1-868<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Sections 13.1-864<\/a> through 13.1-868<\/a>, which govern meetings, action without meetings, notice and waiver<\/span> of notice, and quorum and voting requirements of the board of directors<\/span>, apply to committees and their members<\/span> as well. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> To the extent specified by the board of directors<\/span> or in the articles of incorporation<\/span> or bylaws, each committee may exercise the authority of the board of directors<\/span> under \u00a7 13.1-853<\/a>, except that a committee may not: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

2.<\/span> Fill vacancies on the board or on any of its committees; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Amend<\/span> the articles of incorporation<\/span> pursuant to § 13.1-885<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

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

E.<\/span> The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director<\/span> with the standards of conduct described in § 13.1-870<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The board of directors<\/span> may appoint one or more directors as alternate members<\/span> of any committee to replace any absent or disqualified member<\/span> during the member<\/span>’s absence or disqualification. Unless the articles of incorporation<\/span>, the bylaws, or the resolution creating the committee provides otherwise, in the event of the absence or disqualification of a member<\/span> of a committee, the member<\/span> or members<\/span> present at any meeting and not disqualified from voting may unanimously appoint another director<\/span> to act in place of the absent or disqualified member<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOMMITTEES (\u00a7 13.1-869)\n\nA. Unless the articles of incorporation or bylaws provide otherwise, a board of\ndirectors may create one or more committees and appoint members of the board of\ndirectors to serve on them. Each committee shall have two or more members, who\nserve at the pleasure of the board of directors.\n\nB. The creation of a committee and appointment of directors to it shall be\napproved by the greater number of (i) a majority of all the directors in office\nwhen the action is taken, or (ii) the number of directors required by the\narticles of incorporation or bylaws to take action under § 13.1-868.\n\nC. Sections 13.1-864 through 13.1-868, 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 13.1-853, except that a committee may not:\n\n 1. Approve or recommend to members action that this Act requires to be\n approved by members;\n\n 2. Fill vacancies on the board or on any of its committees;\n\n 3. Amend the articles of incorporation pursuant to § 13.1-885;\n\n 4. Adopt, amend, or repeal the bylaws; or\n\n 5. Approve a plan of merger not requiring member approval.\n\nE. The creation of, delegation of authority to, or action by a committee does\nnot alone constitute compliance by a director with the standards of conduct\ndescribed in § 13.1-870.\n\nF. 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\nincorporation, the bylaws, or the resolution creating the committee provides\notherwise, in the event of the absence or disqualification of a member of a\ncommittee, the member or members present at any meeting and not disqualified\nfrom voting may unanimously appoint another director to act in place of the\nabsent or disqualified member.\n\nHISTORY: Code 1950, \u00a7 13.1-224; 1956, c. 428; 1975, c. 500; 1977, c. 435; 1985,\nc. 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}}