                                 CODE OF VIRGINIA

EMERGENCY POWERS (§ 13.1-827)

A. In anticipation of or during an emergency defined in subsection D, the board
of directors of a corporation may:

   1. Modify lines of succession to accommodate the incapacity of any director,
   officer, employee, or agent; and

   2. Relocate the principal office, designate alternative principal offices or
   regional offices, or authorize the officers to do so.

B. During an emergency defined in subsection D, unless emergency bylaws provide
otherwise:

   1. Notice of a meeting of the board of directors need be given only to those
   directors whom it is practicable to reach and may be given in any practicable
   manner, including by publication and radio; and

   2. One or more officers of the corporation present at a meeting of the board
   of directors may be deemed by a majority of the directors present at the
   meeting to be directors for the meeting, in order of rank and within the same
   rank in order of seniority, as necessary to achieve a quorum.

C. Corporate action taken in good faith during an emergency under this section
to further the ordinary business affairs of the corporation:

   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 if a quorum of the
corporation&#8217;s board of directors cannot readily be assembled because of
some catastrophic event.

HISTORY: 1985, c. 522; 2007, c. 925.