2006 Code of Virginia § 13.1-657 - Corporate action without meeting

13.1-657. Corporate action without meeting.

A. 1. Corporate action required or permitted by this chapter to be taken at ashareholders' meeting may be taken without a meeting and without priornotice, if the corporate action is taken by all the shareholders entitled tovote on the corporate action, in which case no corporate action by the boardof directors shall be required.

2. Notwithstanding subdivision 1 of this subsection, if so provided in thearticles of incorporation of a corporation that is not a public corporationat the time such corporate action is taken, corporate action required orpermitted by this chapter to be taken at a shareholders' meeting may be takenwithout a meeting and without prior notice, if the corporate action is takenby shareholders who would be entitled to vote at a meeting of holders ofoutstanding shares having voting power to cast not less than the minimumnumber (or numbers, in the case of voting by voting groups) of votes thatwould be necessary to authorize or take the corporate action at a meeting atwhich all shareholders entitled to vote thereon were present and voted.

3. The corporate action shall be evidenced by one or more written consentsbearing the date of execution and describing the corporate action taken,signed by the shareholders entitled to take such corporate action without ameeting and delivered to the secretary of the corporation for inclusion inthe minutes or filing with the corporate records. Any corporate action takenby written consent shall be effective according to its terms when therequisite consents are in possession of the corporation. Corporate actiontaken under this section is effective as of the date specified thereinprovided the consent states the date of execution by each shareholder.

B. If not otherwise determined under 13.1-656 or 13.1-660, the record datefor determining shareholders entitled to take corporate action without ameeting is the date the first shareholder signs the consent under subsectionA. No written consent shall be effective to take the corporate actionreferred to therein unless, within 120 days after the earliest date ofexecution appearing on a consent delivered to the corporation in the mannerrequired by this section, written consents sufficient in number to takecorporate action are received by the corporation. A written consent may berevoked by a writing to that effect received by the corporation prior toreceipt by the corporation of unrevoked written consents sufficient in numberto take corporate action.

C. For purposes of this section, written consent may be accomplished by oneor more electronic transmissions, as defined in 13.1-603. A consent signedunder this section has the effect of a vote of voting shareholders at ameeting and may be described as such in any document filed with theCommission under this chapter.

D. If corporate action is to be taken under this section by less than all ofthe shareholders entitled to vote on the action, the corporation shall giveto all shareholders on the record date who are entitled to vote on the matterwritten notice of the proposed corporate action not less than five daysbefore it is taken. The notice shall contain or be accompanied by the samematerial that under this chapter would have been required to be sent toshareholders in a notice of meeting at which the corporate action would havebeen submitted to the shareholders for a vote.

E. If this chapter requires that notice of proposed corporate action be givento nonvoting shareholders and the corporate action is to be taken by consentof the voting shareholders, the corporation shall give its nonvotingshareholders written notice of the proposed corporate action not less thanfive days before it is taken. The notice shall contain or be accompanied bythe same material that under this chapter would have been required to be sentto nonvoting shareholders in a notice of meeting at which the corporateaction would have been submitted to the shareholders for a vote.

(Code 1950, 13.1-28; 1956, c. 428; 1985, c. 522; 1999, c. 416; 2003, c.728; 2005, c. 765.)