CHAPTER 102

An Act to amend the Code of Virginia by adding sections numbered
13.1-24.1 and 18.1-212.1, so as to provide for corporate procedures for
stock and nonstock corporations, respectively, in the event of emer-
gency resulting from enemy attack or nuclear or atomic disaster.
Be it enacted by the General Assembly of Virginia:

1. That the Code of Virginia be amended by adding sections numbered
13.1-24.1 and 13.1-212.1, as follows:

§ 13.1-24.1. The board of directors of any corporation may adopt
emergency by-laws, subject to repeal or change by action of the stock-
holders, which shall, notwithstanding any different provision elsewhere in
this Title or in the articles of incorporation or by-laws, be operative during
any emergency resulting from an attack on the United States or any nu-
clear or atomic disaster. The emergency by-laws may make any provision
that may be practical and necessary for the circumstances of the emer-
gency, including provisions that:

(a) A meeting of the board of directors may be called by any officer or
director in such manner and under such conditions as shall be prescribed
in the emergency by-laws;

(b) The director or directors in attendance at the meeting, or any
greater number fixed by the emergency by-laws, shall constitute a quorum;
an

(c) The officers or other persons designated on a list approved by the
board of directors before the emergency, all in such order of priority and
subject to such conditions and for such period of time (not longer than
reasonably necessary after the termination of the emergency) as may be
provided in the emergency by-laws or in the resolution approving the list,
Shall, to the extent required to provide a quorum at any meeting of the
board of directors, be deemed directors for such meeting.

The board of directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the
event that during such an emergency any or all officers or agents of the
couporation shall for any reason be rendered incapable of discharging their

uties.

The board of directors, either before or during any such emergency,
may, effective in the emergency, change the head office or designate sev-
eral alternative head offices or regional offices, or authorize the officers so

o do.

No officer, director or employee acting in accordance with any emer-
gency by-laws shall be liable except for willful misconduct.

To the extent not inconsistent with any emergency by-laws so adopted,
the by-laws of the corporation shall remain in effect during any emergency
and upon its termination the emergency by-laws shall cease to be operative.

Unless otherwise provided in emergency by-laws, notice of any meet-
ing of the board of directors during such an emergency may be given only
to such of the directors as it may be feasible to reach at the time and by
such means as may be feasible at the time, including publication or radio.

To the extent required to constitute a quorum at any meeting of the
board of directors during such an emergency, the officers of the corporation
who are present shall, unless otherwise provided in emergency by-laws,
be deemed, in order of rank and within the same rank in order of seniority,
directors for such meeting.

§ 13.1-212.1. The board of directors of any corporation may adopt
emergency by-laws which shall, notwithstanding any different provision
elsewhere in this Title or in the articles of incorporation or by-laws, be
operative during any emergency resulting from an attack on the United
States or any nuclear or atomic disaster. The emergency by-laws may make
any provision that may be practical and necessary for the circumstances
of the emergency, including provisions that:

(a) A meeting of the board of directors may be called by any officer
or director in such manner and under such conditions as shall be prescribed
in the emergency by-laws;

(b) The director or directors in attendance at the meeting, or any
grea ter number fixed by the emergency by-laws, shall constitute a quorum,
an

(c) The officers or other persons designated on a list approved by the
board of directors before the emergency, all in such order of priority and
subject to such conditions and for such period of time (not longer than
reasonably necessary after the termination of the emergency) as may be
provided in the emergency by-laws or in the resolution approving the list,
shall, to the extent required to provide a quorum at any meeting of the
board of directors, be deemed directors for such meeting.

The board of directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the
event that during such an emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable of discharging their

uties.

The board of directors, either before or during any such emergency,
may, effective in the emergency, change the head office or designate sev-
eral alternative head offices or regional offices, or authorize the officers so
to do.

No officer, director or employee acting in accordance with any emer-
gency by-laws shall be liable except for willful misconduct.

To the extent not inconsistent with any emergency by-laws so adopted,
the by-laws of the corporation shall remain in effect during any emergency
and upon its termination the emergency by-laws shall cease to be operative.

Unless otherwise provided in emergency by-laws, notice of any meet-
ing of the board of directors during such an emergency may be given only
to such of the directors as it may be feasible to reach at the time and by
such means as may be feasible at the time, including publication or radio.

To the extent required to constitute a quorum at any meeting of the
board of directors during such an emergency, the officers of the corpora-
tion who are present shall, unless otherwise provided in emergency by-
laws, be deemed, in order of rank and within the same rank in order of
seniority, directors for such meeting.

2. An emergency exists and this act is in force from its passage.