CODE OF VIRGINIA

ANNUAL MEETING (§ 13.1-654)

A. Unless directors are elected by written consent in lieu of an annual meeting
as permitted by § 13.1-657, a corporation shall hold a meeting of shareholders
annually at a time stated in or fixed in accordance with the bylaws, except that
a corporation registered under the Investment Company Act of 1940 is not
required to hold an annual meeting in any year in which the election of
directors is not required to be held under the Investment Company Act of 1940
unless the articles of incorporation or bylaws of the corporation require an
annual meeting to be held.

B. Annual shareholders’ meetings may be held at such place, in or out of
the Commonwealth, as may be provided in the bylaws or, where not inconsistent
with the bylaws, in the notice of the meeting.

C. The failure to hold an annual meeting at the time stated in or fixed in
accordance with a corporation’s bylaws does not affect the validity of any
corporate action.

HISTORY: Code 1950, § 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1990,
c. 228; 2003, c. 728; 2005, c. 765; 2007, c. 165; 2012, c. 706.