13.1-688 - Quorum and voting by directors.
§ 13.1-688. Quorum and voting by directors.
A. Unless the articles of incorporation or bylaws require a greater numberfor the transaction of all business or any particular business, or unlessotherwise specifically provided in this chapter, a quorum of a board ofdirectors consists of:
1. A majority of the fixed number of directors if the corporation has a fixedboard size; or
2. A majority of the number of directors prescribed, or if no number isprescribed the number in office immediately before the meeting begins, if thecorporation has a variable-range size board.
B. The articles of incorporation or bylaws may authorize a quorum of a boardof directors to consist of no fewer than one-third of the fixed or prescribednumber of directors determined under subsection A.
C. If a quorum is present when a vote is taken, the affirmative vote of amajority of directors present is the act of the board of directors unless thearticles of incorporation or bylaws require the vote of a greater number ofdirectors.
D. A director who is present at a meeting of the board of directors or acommittee of the board of directors when corporate action is taken is deemedto have assented to the action taken unless:
1. The director objects at the beginning of the meeting, or promptly upon hisarrival, to holding it or transacting specified business at the meeting; or
2. The director votes against, or abstains from, the action taken.
E. Except as provided in § 13.1-671.1, a director shall not vote by proxy.
F. Whenever this chapter requires the board of directors to take any actionor to recommend or approve any proposed corporate act, such action,recommendation or approval shall not be required if the proposed action orcorporate act is adopted by the unanimous consent of shareholders.
(Code 1950, §§ 13-206, 13-207, 13.1-39, 13.1-44; 1956, c. 428; 1966, c. 131;1985, c. 522; 1992, c. 471; 2005, c. 765.)