Corporate Board Meeting and Written-Consent Requirements in Virginia

At a glance

Requirements one by one

The board exercises ordinary corporate power

Virginia's Stock Corporation Act requires a board unless a qualifying shareholder agreement under § 13.1-671.1 changes the allocation. Section 13.1-673 places corporate powers under board authority and the business under its direction and oversight, subject to valid article and shareholder-agreement limits.

The board has one or more directors. Articles or bylaws specify a fixed number or create a minimum-maximum range within which shareholders or the board fix the actual number. This page addresses ordinary domestic private stock-corporation procedure, not nonstock, professional, benefit, public, foreign, or regulated entities.

Governing documents complete the ordinary call and adjournment mechanics

Va. Code §§ 13.1-684, 13.1-686, and 13.1-687 govern ordinary meetings and notice. Section 13.1-684 permits regular and special meetings inside or outside Virginia. The reviewed ordinary board provisions do not name a default caller or a board-adjournment procedure, so those mechanics must come from the current articles, bylaws, or valid board resolutions.

Virginia's emergency route is broad. Section 13.1-625 covers a catastrophic event, attack, epidemic or pandemic, or listed federal/local emergency declaration that affects the corporation, regardless of whether board or committee quorum can readily convene. Emergency bylaws may change meeting-call, quorum, and additional or substitute-director rules.

Regular meetings default to no notice; special notice is document-driven

Unless articles or bylaws say otherwise, a regular meeting needs no notice of date, time, place, or purpose. Special-meeting notice follows the articles or bylaws or, when consistent with them, a board resolution. The statute supplies no fallback number of days or delivery method, and purpose is unnecessary unless articles or bylaws require it.

A director may waive notice before or after the stated time through a signed writing delivered to the secretary for the minutes or corporate records. Attendance or participation also waives notice unless the director objects at the beginning or promptly upon arrival and does not later vote for or assent to action.

Remote participation requires simultaneous hearing

Unless articles or bylaws provide otherwise, any or all directors may participate or conduct a meeting by a communication method through which all participating directors simultaneously hear one another. Qualifying participation counts as presence in person.

An asynchronous email chain is not a remote meeting merely because every director eventually responds. It must satisfy the separate signed-consent rule if intended as board action.

Fixed and variable boards use different quorum denominators

Va. Code § 13.1-688 makes a majority of the fixed number the default quorum for a fixed-size board. A variable-range board uses a majority of the number prescribed within the range or, if none is prescribed, the directors in office immediately before the meeting begins.

Articles or bylaws may require a greater or lesser quorum for all or specified business, but never fewer than one-third of the specified or fixed number. The statute requires quorum to be present when the vote is taken, so losing quorum before the vote removes the ordinary basis for action.

A majority present acts, and silence can become assent

With quorum present, the affirmative vote of a majority of directors present is the board act unless articles, bylaws, or another express Act provision require more. A present director is deemed to assent unless the director objects to the meeting at the outset, records dissent or abstention in the minutes, or delivers written dissent or abstention before adjournment or immediately afterward. A director who votes in favor cannot use that route.

A director generally cannot vote by proxy. A qualifying unanimous shareholder agreement may provide otherwise, but that special allocation should not be assumed for an ordinary corporation.

Written action requires every director's signed, delivered consent

Unless articles or bylaws require a meeting, each director must sign a consent describing the action and deliver it to the corporation's secretary. The last signature ordinarily makes the action effective unless the consent specifies a different effective date. The consent has the effect of meeting action.

A director may withdraw through a signed revocation delivered to the secretary before the secretary receives unrevoked signed consents from every director. Consents and revocations may use electronic transmission. A person may also direct effectiveness at a future date or event within 60 days, but must be a director then and may revoke before effectiveness. Because every director must consent, § 13.1-685 adds no later notice to a nonconsenting director.

Committees inherit procedure but not every board power

Unless articles or bylaws provide otherwise, a committee performing board functions has at least two directors. Creation and appointment require the greater of a majority of all directors in office or the governing-document number required for board action. Sections 13.1-684 through -688 carry meeting, consent, notice, waiver, quorum, voting, and dissent procedure to committees.

A committee cannot approve shareholder-required action, fill board vacancies, amend the articles or bylaws, or approve a no-shareholder-vote merger. It may authorize distributions only within a board-prescribed formula or limits and may handle share issuance/terms only within board-prescribed authority and limits.

Current 2026 law allows non-board members on a committee, but they cannot vote when it performs a board function. The special committee authorized for share issuance or sale may consist of one or more officers and need not include a director. That exception does not turn an ordinary outsider into a voting board- function committee member.

Records and defective-action ratification have separate rules

Section 13.1-770 requires permanent board minutes, records of all shareholder or board action without a meeting, and records of committee action taken in place of the board. Records may be documents, electronic records, or another form convertible to paper within a reasonable time.

Virginia also has a distinct defective-action procedure. Sections 13.1-614.1 through -614.8 require a board resolution identifying the action, date, failure of authorization, and approval of ratification. The ratifying board action uses the quorum and vote applicable to the original action; shareholder approval, prompt notice, a Commission filing, and a 120-day challenge period may apply. That procedure should not be collapsed into an ordinary corrective minute.

Director duties and conflicts remain separate. Va. Code §§ 13.1-690 and 13.1-691 govern those questions. Section 13.1-690 requires good- faith business judgment, and § 13.1-691 supplies transaction-specific disinterested-director authorization or ratification. Public-company, securities, lender, regulatory, and contested-authority issues remain outside this routine procedure survey.

What trips people up

The quorum denominator depends on whether the board is fixed or variable. A vacancy does not necessarily reduce a fixed board's denominator, while a variable board with no prescribed number uses directors in office immediately before the meeting.

Virginia's special-meeting statute does not supply a two-day or five-day notice default. The current articles, bylaws, or consistent board resolution must do that work.

The 2026 officer-only committee exception is narrow: it concerns a committee authorized for share issuance, sale, or contracts for sale under § 13.1-689(D) (7). It is not a general route for officers to replace directors on a board committee.

Common questions

Who may call a special board meeting?

The reviewed ordinary Stock Corporation Act provisions do not name a default caller. Check the articles, bylaws, and valid board resolutions. Emergency bylaws can provide a different caller rule during a qualifying emergency.

Does a director joining by telephone count toward quorum?

Yes, when all participating directors can simultaneously hear one another and the articles or bylaws do not provide otherwise. The director is deemed present in person.

Can a director revoke a written consent?

Yes. The director must sign and deliver the revocation to the secretary before the secretary receives unrevoked signed consents from every director.

May a committee approve a distribution?

Only according to a formula or method, or within limits, prescribed by the board. The procedural delegation does not establish that the distribution is substantively lawful.

Statutes and sources

• Va. Code §§ 13.1-673 through 13.1-691 — board authority, size, meetings, remote participation, notice, waiver, quorum, voting, dissent, consent, committees, duties, and conflicts. Official current Article 9, printed and accessed August 15, 2026: https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article9/
• Va. Code § 13.1-625 — emergency bylaws and qualifying events. Official current section, printed and accessed August 15, 2026: https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-625/
• Va. Code § 13.1-770 — permanent board, consent, and committee-action records. Official current section, printed and accessed August 15, 2026: https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-770/
• Va. Code §§ 13.1-614.1 through 13.1-614.8 — defective-corporate-action ratification and validation. Official current Article 1.1, printed and accessed August 15, 2026: https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article1.1/