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No individual shall be named or elected as a director without his prior consent.
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.
§ 13.1-742. The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. 2. The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection E.
Action without meeting. A. Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, in which case no action by the board of directors shall be required.
Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and ...
A. Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, in which case no action by the board of directors shall be required.
At the meeting, the director who is being removed can speak and have any written representations read. The resolution to remove the director is passed if more than 50% of shareholders who are allowed to vote, vote in favour.
A. Where no shares of the corporation are issued and outstanding, a corporation's board of directors may adopt an amendment of the corporation's articles of incorporation without shareholder approval.