In Virginia, the adoption of an amendment to a corporation's bylaws authorizing the election of Directors Emeritus holds significance in shaping the governance structure of the organization. Directors Emeritus are individuals who have previously served on the board but are no longer active members. This role is often honorary and recognizes their valuable contributions and continued support to the corporation even after retiring from their duties as directors. By amending the bylaws to include the authorization of electing Directors Emeritus, the corporation can formally establish a process to extend this honorary title to deserving individuals. It is important to note that the specific types or categories of Directors Emeritus in Virginia may vary depending on the organization's specific bylaws and requirements. This amendment allows for the corporation's board to recognize and honor retired directors who have made significant contributions to the success and growth of the organization. By electing Directors Emeritus, the corporation can maintain a connection with former board members who can continue to offer their expertise, advice, and guidance based on their experience and knowledge. The adoption of this amendment is typically carried out through a formal process involving the approval of the board of directors, often requiring a majority or super majority vote as outlined in the existing bylaws. The new provision establishes eligibility criteria and outlines the rights, responsibilities, and privileges associated with the position of Director Emeritus. Some relevant keywords related to this topic may include: Virginia corporate governance, amendment to bylaws, election of Directors Emeritus, honorary board position, retired directors, continued support, corporate governance structure, eligibility criteria, board of directors, advisory role, organization growth, expertise, and contributions. Remember, it is crucial to consult with legal professionals or experts in Virginia corporate law to ensure that any amendment to the bylaws complies with all applicable regulations and requirements.
Virginia Adoption of Amendment to Bylaws Authorizing Election of Directors Emeritus
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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.
