{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-870.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-870.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-870.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-870.2.html"}],"law_id":71515,"edition_id":1,"section_id":71515,"structure_id":13531,"section_number":"13.1-870.2","catch_line":"Limitation on liability of officers and directors; additional exception","history":"1989, c. 422; 2007, c. 925; 2011, cc. 693, 704.","full_text":"A\n\nAs used in this section, &#8220;community association&#8221; shall mean an unincorporated association or corporation which owns or has under its care, custody or control real estate subject to a recorded declaration of covenants which obligates a person, by virtue of ownership of specific real estate, to be a member of the unincorporated association or corporation.B\n\nIn any proceeding against an officer or director who receives compensation from a community association for his services as such, the damages assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director from the association during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director who serves such an association without compensation for his services shall not be liable for damages in any such proceeding.C\n\nThe liability of an officer or director shall not be limited as provided in this section if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.D\n\nThe immunity provided by this section shall survive any termination, cancellation, or other discontinuance of the community association.","order_by":null,"text":{"0":{"id":257799,"text":"As used in this section, &#8220;community association&#8221; shall mean an unincorporated association or corporation which owns or has under its care, custody or control real estate subject to a recorded declaration of covenants which obligates a person, by virtue of ownership of specific real estate, to be a member of the unincorporated association or corporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":257800,"text":"In any proceeding against an officer or director who receives compensation from a community association for his services as such, the damages assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director from the association during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director who serves such an association without compensation for his services shall not be liable for damages in any such proceeding.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":257801,"text":"The liability of an officer or director shall not be limited as provided in this section if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":257802,"text":"The immunity provided by this section shall survive any termination, cancellation, or other discontinuance of the community association.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-870.2\/","history_text":"<p>This law was first created in 1989. The record of its establishment is cataloged in chapter 422 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 1989 \u201cActs\u201d aren\u2019t available online. It has been modified 2 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 2007, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?071+ful+CHAP0925\">925<\/a>; in 2011, chapters <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?111+ful+CHAP0693\">693<\/a> and <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?111+ful+CHAP0704\">704<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":148211,"object_type":"law","relational_id":71515,"identifier":"13.1-870.2","token":"13.1\/10\/8\/13.1-870.2","url":"\/13.1-870.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-870.2\/","token":"13.1\/10\/8\/13.1-870.2","dublin_core":{"Title":"Limitation on liability of officers and directors; additional exception","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-870.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> As used in this section, &#8220;<span class=\"dictionary\">community association<\/span>&#8221; shall mean an unincorporated association or <span class=\"dictionary\">corporation<\/span> which owns or has under its care, <span class=\"dictionary\">custody<\/span> or control real estate subject to a recorded declaration of covenants which obligates a <span class=\"dictionary\">person<\/span>, by virtue of ownership of specific real estate, to be a <span class=\"dictionary\">member<\/span> of the unincorporated association or <span class=\"dictionary\">corporation<\/span>. <a id=\"paragraph-257799\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870.2\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> In any <span class=\"dictionary\">proceeding<\/span> against an officer or <span class=\"dictionary\">director<\/span> who receives compensation from a <span class=\"dictionary\">community association<\/span> for his services as such, the <span class=\"dictionary\">damages<\/span> assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or <span class=\"dictionary\">director<\/span> from the association during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or <span class=\"dictionary\">director<\/span> who serves such an association without compensation for his services shall not be liable for <span class=\"dictionary\">damages<\/span> in any such <span class=\"dictionary\">proceeding<\/span>. <a id=\"paragraph-257800\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870.2\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> The liability of an officer or <span class=\"dictionary\">director<\/span> shall not be limited as provided in this section if the officer or <span class=\"dictionary\">director<\/span> engaged in willful misconduct or a knowing violation of the criminal <span class=\"dictionary\">law<\/span>. <a id=\"paragraph-257801\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870.2\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D\"><p><span class=\"prefix-number\">D.<\/span> The immunity provided by this section shall survive any termination, cancellation, or other discontinuance of the <span class=\"dictionary\">community association<\/span>. <a id=\"paragraph-257802\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870.2\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nLIMITATION ON LIABILITY OF OFFICERS AND DIRECTORS; ADDITIONAL EXCEPTION (\u00a7\n13.1-870.2)\n\nA. As used in this section, &#8220;community association&#8221; shall mean an\nunincorporated association or corporation which owns or has under its care,\ncustody or control real estate subject to a recorded declaration of covenants\nwhich obligates a person, by virtue of ownership of specific real estate, to be\na member of the unincorporated association or corporation.\n\nB. In any proceeding against an officer or director who receives compensation\nfrom a community association for his services as such, the damages assessed\narising out of a single transaction, occurrence or course of conduct shall not\nexceed the amount of compensation received by the officer or director from the\nassociation during the 12 months immediately preceding the act or omission for\nwhich liability was imposed. An officer or director who serves such an\nassociation without compensation for his services shall not be liable for\ndamages in any such proceeding.\n\nC. The liability of an officer or director shall not be limited as provided in\nthis section if the officer or director engaged in willful misconduct or a\nknowing violation of the criminal law.\n\nD. The immunity provided by this section shall survive any termination,\ncancellation, or other discontinuance of the community association.\n\nHISTORY: 1989, c. 422; 2007, c. 925; 2011, cc. 693, 704.","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}}