                                 CODE OF VIRGINIA

EXECUTIVE COMMITTEE (§ 13.1-992)

The board of directors, by a resolution adopted by a majority of the directors
present and constituting a quorum at any meeting, may designate five or more
directors to constitute an executive committee which, to the extent provided in
such resolution or the bylaws of the corporation, shall have and may exercise
all the authority of the board of directors except the authority to approve an
amendment to the articles of incorporation or a plan of merger. The executive
committee specifically shall have the right to make calls upon the membership
under § 13.1-989, unless expressly provided to the contrary by such resolution
or bylaw. Such committee shall have the power to fill any vacancy occurring in
the board of directors or in the executive committee. Such vacancy shall be
filled by the affirmative vote of a majority of the remaining members of the
executive committee, though less than a quorum of the committee, unless
expressly provided to the contrary by such resolution or bylaw.

HISTORY: Code 1950, § 13.1-149.1; 1972, c. 693; 1985, c. 522.