2006 Code of Virginia § 13.1-664.1 - Voting procedures and inspectors of elections

13.1-664.1. Voting procedures and inspectors of elections.

A. A public corporation shall, and any other corporation may, appoint one ormore inspectors to act at a meeting of shareholders and make a written reportof the inspector's determinations. The corporation may designate one or morepersons as alternate inspectors to replace any inspector who fails to act. Ifno inspector or alternate is able to act at a meeting of shareholders, theperson presiding at the meeting shall appoint one or more inspectors to actat the meeting. Each inspector, before entering upon the discharge of hisduties, shall take and sign an oath faithfully to execute the duties ofinspector with strict impartiality and according to the best of his ability.

B. The inspectors shall (i) ascertain the number of shares outstanding andthe voting power of each, (ii) determine the shares represented at a meetingand the validity of proxies and ballots, (iii) count all votes, (iv)determine and retain for a reasonable period a record of the disposition ofany challenges made to any determination by the inspectors, and (v) certifytheir determination of the number of shares represented at the meeting andtheir count of all votes. The inspectors may appoint or retain other personsor entities to assist the inspectors in the performance of the duties of theinspectors.

C. No ballot, proxies or votes, nor any revocations thereof or changesthereto, shall be accepted by the inspectors after the closing of the pollsunless the circuit court of the city or county where the corporation'sprincipal office is located or, if none in this Commonwealth, where itsregistered office is located, upon application by a shareholder, shalldetermine otherwise.

D. In determining the validity of proxies and ballots and in counting thevotes, the inspectors shall be limited to an examination of the proxies, anyenvelopes submitted with those proxies, any information provided inaccordance with 13.1-663 B, ballots and the regular books and records ofthe corporation, except that the inspectors may consider other reliableinformation for the limited purpose of reconciling proxies and ballotssubmitted by or on behalf of banks, brokers, their nominees or similarpersons that represent more votes than the holder of a proxy is authorized bythe record owner to cast or more votes than the shareholder holds of record.If the inspectors consider other reliable information for the limited purposepermitted herein, the inspectors at the time they make their certificationpursuant to clause (v) of subsection B shall specify the precise informationconsidered by them including the person or persons from whom they obtainedthe information, when the information was obtained, the means by which theinformation was obtained and the basis for the inspectors' belief that suchinformation is accurate and reliable.

E. If authorized by the board of directors, any shareholder vote to be takenby written ballot may be satisfied by a ballot submitted by electronictransmission by the shareholder or the shareholder's proxy, provided that anysuch electronic transmission shall either set forth or be submitted withinformation from which it can be determined that the electronic transmissionwas authorized by the shareholder or the shareholder's proxy.

(1991, c. 405; 2002, c. 285; 2005, c. 765.)