CHAPTER 617

An Act to amend and reenact § 54-882 and to add a new § 54-882.1 of the
Code of Virginia, relating to Board of Directors and Executive Com-
mittee of professional associations. (H 729)

Approved April 5, 1966

Be it enacted by the General Assembly of Virginia: That § 54-882 of
the Code of Virginia be amended and reenacted and new § 54-882.1 be
enacted as follows:

_ , § 54-882. A professional association organized pursuant to the pro-
visions of this chapter shall be governed by a board of directors, which *
shall have the full management of the business and affairs of the associa-
tion and continuing exclusive authority to make management decisions on
its behalf, and no associate shall have the power to bind the association
within the scope of its business or profession merely by virtue of his being
an associate. * The articles of association may prescribe the manner in
which the board of directors shall be chosen and the number thereof, pro-
vided that no person not duly licensed or otherwise duly authorized to
render the professional services of the association shall be members of the
board of directors. The board of directors shall be not less than three.
Subject to such limitation, the number of directors shall be fixed by the
bylaws except as to the number of the first board of directors, which shall
be fixed by the articles of association. The number of directors may be
increased or decreased from time to time by amendment of the bylaws,
unless the articles of association provide that a change in the number of
directors shall be made only by amendment of the articles of association.
In the absence of a bylaw fixing the number of directors, the number shall
be the same as that stated in the articles of association.

8 54-882.1. If the articles of incorporation or the bylaws so provide,
the board of directors, by resolution adopted by a majority of the number
of directors fixed by the bylaws, or in the absence of a bylaw fixing the
number of directors, then of the number stated in the articles of incorpora-
tion, may designate two or more directors to constitute an executive com-
mittee, which, to the extent provided in such resolution or in the articles of
incorporation or the bylaws of the corporation shall have and may exercise
all of the authority of the board of directors.

Other committees with limited authority may be designated by a
resolution adopted by a majority of the directors present at a meeting at
which a quorum is present.