Virginia Code 13.1-893: Bylaw provisions increasing quorum or voting requirements for directors
A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:
Terms Used In Virginia Code 13.1-893
- Board of directors: means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors. See Virginia Code 13.1-803
- Quorum: The number of legislators that must be present to do business.
1. If originally adopted by the members, only by the members, unless the bylaws otherwise provide; or
2. If adopted by the board of directors, either by the members or by the board of directors.
B. A bylaw adopted or amended by the members that increases a quorum or voting requirement for the board of directors may provide that it shall be amended or repealed only by a specified vote of either the members or the board of directors.
C. Action by the board of directors under subsection A to amend or repeal a bylaw that changes the quorum or voting requirement applicable to meetings of the board of directors shall be effective only if it meets the quorum requirement and is adopted by the vote required to take action under the quorum and voting requirement then in effect.
1985, c. 522; 2007, c. 925.