§ 13.1-824 Emergency bylaws
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;
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:
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’s board of directors cannot readily be assembled because of some catastrophic event.
History
The record of this law’s original creation isn’t available online. The oldest record of it is its appearance in the Code of Virginia of 1950, as § 13.1-212.1. It has been modified 4 times. Those modifications are cataloged by “The Acts of Assembly,” a state publication, by year and chapter. Those modifications that can be read on the General Assembly’s website will be linked accordingly. Those modifications are as follows: in 1962, chapter 102; in 1975, chapter 500; in 1985, chapter 522; in 2007, chapter 925.
Code 1950, § 13.1-212.1; 1962, c. 102; 1975, c. 500; 1985, c. 522; 2007, c. 925.