{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-827.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-827.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-827.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-827.html"}],"law_id":347011,"edition_id":2,"section_id":347011,"structure_id":49812,"section_number":"13.1-827","catch_line":"Emergency powers","history":"1985, c. 522; 2007, c. 925.","full_text":"A\n\nIn anticipation of or during an emergency defined in subsection D, the board of directors of a corporation may:\n\n1\n\nModify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and\n\n2\n\nRelocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.\n\nB\n\nDuring an emergency defined in subsection D, unless emergency bylaws provide otherwise:\n\n1\n\nNotice 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\n\n2\n\nOne 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.\n\nC\n\nCorporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:\n\n1\n\nBinds the corporation; and\n\n2\n\nMay not be used to impose liability on a director, officer, employee, or agent of the corporation.\n\nD\n\nAn 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.\n\n","order_by":null,"text":{"0":{"id":1294771,"text":"In anticipation of or during an emergency defined in subsection D, the board of directors of a corporation may:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":1294772,"text":"Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":1294773,"text":"Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":1294774,"text":"During an emergency defined in subsection D, unless emergency bylaws provide otherwise:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B1"},"4":{"id":1294775,"text":"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","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"5":{"id":1294776,"text":"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.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"6":{"id":1294777,"text":"Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"C1"},"7":{"id":1294778,"text":"Binds the corporation; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"8":{"id":1294779,"text":"May not be used to impose liability on a director, officer, employee, or agent of the corporation.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"9":{"id":1294780,"text":"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.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2"}},"ancestry":[{"id":49812,"edition_id":2,"name":"Purposes and Powers","identifier":"4","label":"article","depth":3,"order_by":4,"parent_id":49808,"metadata":{"child_laws":4,"child_structures":0},"date_created":"2026-08-02 02:15:51","date_modified":"2026-08-02 12:29:15","permalink":{"id":1374993,"object_type":"structure","relational_id":49812,"identifier":"4","token":"13.1\/10\/4","url":"\/13.1\/10\/4\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49808,"edition_id":2,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":13,"parent_id":49726,"metadata":{"child_laws":183,"child_structures":21},"date_created":"2026-08-02 02:15:48","date_modified":"2026-08-02 12:29:14","permalink":{"id":1374503,"object_type":"structure","relational_id":49808,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":347009,"structure_id":49812,"section_number":"13.1-825","catch_line":"Purposes","url":"\/13.1-825\/","token":"13.1\/10\/4\/13.1-825","metadata":false},{"id":347010,"structure_id":49812,"section_number":"13.1-826","catch_line":"General powers","url":"\/13.1-826\/","token":"13.1\/10\/4\/13.1-826","metadata":false},{"id":347011,"structure_id":49812,"section_number":"13.1-827","catch_line":"Emergency powers","url":"\/13.1-827\/","token":"13.1\/10\/4\/13.1-827","metadata":false},{"id":347012,"structure_id":49812,"section_number":"13.1-828","catch_line":"Ultra vires","url":"\/13.1-828\/","token":"13.1\/10\/4\/13.1-828","metadata":false}],"previous_section":{"id":347010,"structure_id":49812,"section_number":"13.1-826","catch_line":"General powers","url":"\/13.1-826\/","token":"13.1\/10\/4\/13.1-826","metadata":false},"next_section":{"id":347012,"structure_id":49812,"section_number":"13.1-828","catch_line":"Ultra vires","url":"\/13.1-828\/","token":"13.1\/10\/4\/13.1-828","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-827\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2007, chapter 925<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1375003,"object_type":"law","relational_id":347011,"identifier":"13.1-827","token":"13.1\/10\/4\/13.1-827","url":"\/13.1-827\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-827\/","token":"13.1\/10\/4\/13.1-827","dublin_core":{"Title":"Emergency powers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-827","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> In anticipation of or during an emergency defined in subsection D, the board of directors<\/span> of a corporation<\/span> may: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Modify lines of succession to accommodate the incapacity of any director<\/span>, officer, employee, or agent; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Relocate the principal office<\/span>, designate alternative principal offices<\/span> or regional offices, or authorize the officers to do so. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> During an emergency defined in subsection D, unless emergency bylaws provide otherwise: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Notice of a meeting of the board of directors<\/span> 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 <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> One or more officers of the corporation<\/span> present at a meeting of the board of directors<\/span> may be deemed by a majority of the directors present at the meeting to be directors for the meeting, in order<\/span> of rank and within the same rank in order<\/span> of seniority, as necessary to achieve a quorum. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Binds the corporation<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> May not be used to impose liability on a director<\/span>, officer, employee, or agent of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> An emergency exists for purposes of this section if a quorum of the corporation<\/span>’s board of directors<\/span> cannot readily be assembled because of some catastrophic event. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEMERGENCY POWERS (\u00a7 13.1-827)\n\nA. In anticipation of or during an emergency defined in subsection D, the board\nof directors of a corporation may:\n\n 1. Modify lines of succession to accommodate the incapacity of any director,\n officer, employee, or agent; and\n\n 2. Relocate the principal office, designate alternative principal offices or\n regional offices, or authorize the officers to do so.\n\nB. During an emergency defined in subsection D, unless emergency bylaws provide\notherwise:\n\n 1. Notice of a meeting of the board of directors need be given only to those\n directors whom it is practicable to reach and may be given in any practicable\n manner, including by publication and radio; and\n\n 2. One or more officers of the corporation present at a meeting of the board\n of directors may be deemed by a majority of the directors present at the\n meeting to be directors for the meeting, in order of rank and within the same\n rank in order of seniority, as necessary to achieve a quorum.\n\nC. Corporate action taken in good faith during an emergency under this section\nto further the ordinary business affairs of the corporation:\n\n 1. Binds the corporation; and\n\n 2. May not be used to impose liability on a director, officer, employee, or\n agent of the corporation.\n\nD. An emergency exists for purposes of this section if a quorum of the\ncorporation’s board of directors cannot readily be assembled because of\nsome catastrophic event.\n\nHISTORY: 1985, c. 522; 2007, c. 925.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}