Virginia Adoption of Amendment to Bylaws Authorizing Election of Directors Emeritus
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FAQ
A. Where there are no members, or no members having voting rights, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of at least two-thirds of the directors in office.
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized by § 13.1-852.1.
§ 13.1-855. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation.
865. Action without meeting of board of directors. A. Unless the articles of incorporation or bylaws provide otherwise, actionrequired or permitted by this Act to be taken at a board of directors'meeting may be taken without a meeting if the action is taken by all membersof the board.
