                                 CODE OF VIRGINIA

EMERGENCY BYLAWS (§ 13.1-824)

A. Unless the articles of incorporation provide otherwise, the board of
directors of a corporation may adopt bylaws to be effective only in an emergency
defined in subsection D. The emergency bylaws, which are subject to amendment or
repeal by the members, may make all provisions necessary for managing the
corporation during the emergency, including:

   1. Procedures for calling a meeting of the board of directors;

   2. Quorum requirements for the meeting; and

   3. Designation of additional or substitute directors.

B. All provisions of the regular bylaws consistent with the emergency bylaws
remain effective during the emergency. The emergency bylaws are not effective
after the emergency ends.

C. Corporate action taken in good faith in accordance with the emergency bylaws:

   1. Binds the corporation; and

   2. May not be used to impose liability on a corporate director, officer,
   employee or agent.

D. An emergency exists for purposes of this section if a quorum of the
corporation&#8217;s board of directors cannot readily be assembled because of
some catastrophic event.

HISTORY: Code 1950, § 13.1-212.1; 1962, c. 102; 1975, c. 500; 1985, c. 522;
2007, c. 925.