2014 Virginia Code
Title 13.1 - Corporations
§ 13.1-669.1. Judicial review of elections and other matters

A. Any shareholder, director, or nominee for director aggrieved by an election of directors, after reasonable notice to the corporation and each director whose election is contested, may apply for relief to the circuit court in the county or city in which the principal office of the corporation is located, or, if none in the Commonwealth, in the county or city in which its registered office is located. The court shall proceed forthwith on an expedited basis to hear and decide the issues and thereupon to determine the persons elected or order a new election or grant such other relief as may be equitable. Pending decision the court may require the production of any information and by order may restrain any person from exercising the powers of a director if such relief is equitable. In any such application, service of copies of the application upon the registered agent of the corporation shall be deemed to be service upon the corporation and upon each director whose election is contested and upon each person, if any, nominated for election as a director, and the registered agent shall forward immediately a copy of the application to the corporation and to each director whose election is contested and to each person, if any, nominated for election as a director, in a postpaid, registered letter addressed to such corporation and each such person at their post office addresses last known to the registered agent or furnished to the registered agent by the applicant. The court may make such order respecting further or other notice of such application as it deems proper under the circumstances.

B. Any shareholder after prior notice to the corporation, or the corporation itself, may apply for relief to the circuit court in the county or city in which the principal office of the corporation is located, or, if none in the Commonwealth, in the county or city in which its registered office is located, to hear and determine the result of any vote of shareholders upon matters other than the election of directors. The court shall proceed forthwith on an expedited basis to hear and decide the issues and thereupon to determine the validity of any vote of shareholders or order a new vote to be held or grant such other relief as may be equitable. Service of copies of the application upon the registered agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the court to adjudicate the results of the vote. The court may make such order respecting notice of such application as it deems proper under the circumstances.

C. In any proceeding pursuant to this section in which it is alleged that a proxy or ballot was submitted by the beneficial owner or other authorized person contrary to applicable instructions given prior to the closing of the polls, in addition to the information that may be considered by inspectors of election pursuant to subsection D of § 13.1-664.1, the court may consider other reliable information for the purpose of determining whether the proxy or ballot should be considered.

2010, c. 782.