                                 CODE OF VIRGINIA

QUORUM AND VOTING BY DIRECTORS (§ 13.1-688)

A. 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 chapter, a quorum of the board of
directors consists of:

   1. A majority of the fixed number of directors if the corporation has a fixed
   board size; or

   2. 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.

B. 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 specified or fixed number
of directors determined under subsection A.

C. 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 or unless otherwise expressly provided in this chapter.

D. 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:

   1. The director objects at the beginning of the meeting, or promptly upon the
   director&#8217;s arrival, to holding it or transacting specified business at
   the meeting;

   2. The director&#8217;s dissent or abstention from the action taken is entered
   in the minutes of the meeting; or

   3. The director delivers written notice of the director&#8217;s dissent or
   abstention to the presiding officer of the meeting before its adjournment or
   to the secretary of the corporation or meeting immediately after adjournment
   of the meeting. The right of dissent or abstention is not available to a
   director who votes in favor of the action taken.

E. Except as may be provided in an agreement authorized by &#xA7; 13.1-671.1, a
director shall not vote by proxy.

F. Whenever this chapter 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 shareholders.

HISTORY: Code 1950, §§ 13-206, 13-207, 13.1-39, 13.1-44; 1956, c. 428; 1966,
c. 131; 1985, c. 522; 1992, c. 471; 2005, c. 765; 2019, c. 734.