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Are bylaws required in Virginia?
Yes, corporations in Virginia are explicitly required to operate as such with bylaws in place.[1]
Virginia Corporate Laws
- Corporate Tax: The corporate tax of 6% is explicitly imposed on corporations in Vermont.[2]
- Board: A corporation is “managed under the direction” of its board of directors in order to legally conduct business in Virginia. [3]
- Number – The number of directors on the board (at least one) may be set as well as adjusted “from time to time” through the bylaws.[4]
- Qualifications – The articles of incorporation or the bylaws set each “qualification for nomination for director” accordingly.[5]
- Terms – The initial directors’ term ends on the first annual meeting; however, during this initial meeting, director elections are held for a term until the next annual meeting “unless their terms are staggered.”[6]
- Staggered Terms – Directors divided into two or three equal groups can set a “term of two years or three years” accordingly. [7]
- Fiduciary Duty – The director exhibits “good faith business judgment” whenever acting for the corporation.[8]
- Officers: Corporate secretaries are responsible for the “minutes of the directors’ and shareholders’” meetings while the bylaws and the board of directors determine the remaining offices and officers.[9]
- Meetings: Notice for special meetings of the board of directors is issued to each director but “need not describe the purpose” unless the bylaws or articles require this.[10]
- Quorum: The bylaws, as well as the articles of incorporation can specifically name an exact number directors for a quorum whether the corporation has a fixed board size or variable-range size board, otherwise, the default is the majority of officers “in office” before the meeting.[11]
- Emergency Bylaws: Emergency bylaws come into play and stay in effect specifically during an emergency, and any corporate action taken while they are in effect is “taken in good faith.”[12]
Sample
Sources
- Code Of Virginia § 13.1-624
- Code Of Virginia § 58.1-400
- VA Code § 13.1-673 (2023)
- VA Code § 13.1-675 (2023)
- VA Code § 13.1-674 (2023)
- VA Code § 13.1-677 (2023)
- VA Code § 13.1-678 (2023)
- VA Code § 13.1-690 (2023)
- VA Code § 13.1-693 (2023)
- VA Code § 13.1-686 (2023)
- VA Code § 13.1-688 (2023)
- VA Code § 13.1-625 (2023)