CODE OF VIRGINIA

SPECIAL MEETING (§ 13.1-839)

A. A corporation shall hold a special meeting of members:

   1.  On call of the chairman of the board of directors, the president, the
   board of directors, or the person or persons authorized to do so by the
   articles of incorporation or bylaws; or

   2.  In the absence of a provision in the articles of incorporation or bylaws
   stating who may call a special meeting of members, a special meeting of
   members may be called by members having one-twentieth of the votes entitled to
   be cast at such meeting.

B. Unless otherwise provided in the articles of incorporation, a written demand
for a special meeting may be revoked by a writing, including an electronic
transmission, to that effect received by the corporation prior to the receipt by
the corporation of demands sufficient in number to require the holding of a
special meeting.

C. If not otherwise fixed under § 13.1-840 or 13.1-844, the record date for
determining members entitled to demand a special meeting is the date the first
member signs the demand.

D. Special members’ 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.

E. Only business within the purpose or purposes described in the meeting notice
required by subsection C of § 13.1-842 may be conducted at a special
members’ meeting.

HISTORY: Code 1950, § 13.1-213; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007,
c. 925; 2012, c. 706.