Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Virginia
At a glance
| Governing law and documents | Virginia Nonstock Corporation Act; articles/bylaws vary notice, remote attendance, quorum, and greater voting thresholds, subject to one-third quorum floor (§§ 13.1-864, -866, -868). |
|---|---|
| Meeting type, caller, and place | Regular or special meeting in/out of Virginia; statute gives no separate default caller; special notice may follow a board resolution consistent with documents (§§ 13.1-864(a), -866(b)). |
| Regular meeting notice | No notice of date, time, place, or purpose unless articles/bylaws provide otherwise (§ 13.1-866(a)). |
| Special meeting notice | As articles/bylaws prescribe, or consistent board resolution; no statutory lead time; purpose only if documents require (§ 13.1-866(b)). |
| Notice waiver and objection | Signed written waiver before/after, filed with minutes/records; attendance waives unless prompt objection and no later favorable vote or assent (§ 13.1-867). |
| Remote attendance | Unless documents vary, simultaneous hearing by all participants; qualifying remote director deemed present in person (§ 13.1-864(b)). |
| Quorum and minimum | Majority of fixed seats, or prescribed variable-range number (otherwise directors in office just before meeting); documents may set no fewer than one-third (§ 13.1-868(a)-(b)). |
| Director proxy | Director proxy vote barred except under authorized member/director agreement, which may govern director proxies (§§ 13.1-868(e), 13.1-852.1(a)(3)). |
| Vote and assent | Quorum when vote occurs; majority of directors present unless documents demand more; present director assents absent prompt meeting objection or vote against/abstention (§ 13.1-868(c)-(d)). |
Requirements one by one
Meeting and notice
Section 13.1-864(a) permits both regular and special board meetings inside or outside Virginia. Section 13.1-866(a) permits a regular meeting without notice of its date, time, place, or purpose unless the governing documents change that default. For a special meeting, § 13.1-866(b) uses the articles or bylaws, or a board resolution that is consistent with them. It supplies no statewide number of advance days. Section 13.1-810(a) ordinarily requires written notice, with oral board-meeting notice available if the articles or bylaws expressly authorize it.
Attendance and action
Under § 13.1-864(b), remote participation counts as presence in person when all participating directors can hear one another simultaneously. Section 13.1-868(a)-(c) measures a fixed board against its fixed size; for a variable-range board it uses the prescribed number, or the number in office immediately before the meeting if none is prescribed. The articles or bylaws may lower quorum no further than one-third of that base. A quorum must be present when the vote occurs, and a majority of directors present then acts unless the documents require more.
What trips people up
Section 13.1-867 distinguishes objecting to a meeting from disagreeing with an action: attendance waives required notice unless the director promptly objects to holding the meeting or transacting business and does not later vote for or assent to action. Under § 13.1-868(d), a present director is deemed to assent unless the director promptly objects to the meeting, votes against the action, or abstains. Section 13.1-868(e) bars an ordinary director proxy vote, but § 13.1-852.1(a)(3) permits director proxies in a qualifying member or director agreement.
Common questions
Must special-meeting notice state the purpose? Section 13.1-866(b) requires it only if the articles or bylaws do.
Can the board lower its quorum in the bylaws? Section 13.1-868(b) allows a lower quorum, but no lower than one-third of the applicable fixed or prescribed board number.
Is the rule changing? Yes. Replacement §§ 13.1-867 and -868 take effect January 1, 2027. The replacement vote text expressly counts directors with voting rights, and the assent rule adds recording dissent or abstention in minutes or delivering written notice as specified there. Those rules are future law as of this verification date.
Statutes and sources
- Va. Code §§ 13.1-810, 13.1-852.1, 13.1-864, 13.1-866–868, official current and future-effective text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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