                                 CODE OF VIRGINIA

EMERGENCY BYLAWS (§ 13.1-625)

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 of this section. The emergency bylaws, which are subject
to amendment or repeal by the shareholders, may make all provisions necessary
for managing the corporation during the emergency, including provisions that may
be inconsistent with one or more provisions of this chapter with respect to:

   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 not inconsistent 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 director, officer, employee, or
   agent of the corporation.

D. An emergency exists for purposes of this section and &#xA7; 13.1-628 if there
is a catastrophic event, including an attack on the United States or in any
locality in which the corporation conducts its business or customarily holds
meetings of the board of directors or shareholders, an epidemic or pandemic, or
a declaration of a national emergency by the United States government or an
emergency by the government of the locality in which the corporation&#8217;s
principal office is located, that affects the corporation and regardless of
whether a quorum of the board of directors or a committee can be readily
convened for action.

HISTORY: Code 1950, § 13.1-24.1; 1962, c. 102; 1975, c. 500; 1985, c. 522;
2019, c. 734; 2021, Sp. Sess. I, c. 487.