2006 Code of Virginia § 13.1-846 - Voting entitlement of members

13.1-846. Voting entitlement of members.

A. Members shall not be entitled to vote except as the right to vote shall beconferred by the articles of incorporation or if the articles ofincorporation so provide, in the bylaws.

B. When directors or officers are to be elected by members, the bylaws mayprovide that such elections may be conducted by mail. If authorized by theboard of directors, any requirement that any vote of the members be made bywritten ballot may be satisfied by a ballot submitted by electronictransmission, provided that any such electronic transmission shall either setforth or be submitted with information from which it can be determined thatthe electronic transmission was authorized by the member or the member'sproxy.

C. Unless the articles of incorporation provide otherwise, in the election ofdirectors every member, regardless of class, is entitled to one vote for asmany persons as there are directors to be elected at that time and for whoseelection the member has a right to vote.

D. If a corporation has no members or its members have no right to vote, thedirectors shall have the sole voting power.

(Code 1950, 13.1-217; 1956, c. 428; 1975, c. 500; 1982, c. 182; 1985, c.522; 2002, c. 285.)