CODE OF VIRGINIA

CORPORATE ACTION WITHOUT MEETING (§ 13.1-841)

A. 

   1.  Corporate action required or permitted by this chapter to be taken at a
   meeting of the members may be taken without a meeting and without prior notice
   if the corporate action is taken by all members entitled to vote on the
   corporate action, in which case no corporate action by the board of directors
   shall be required.

   2.  Notwithstanding subdivision 1 of this subsection, if so provided in the
   articles of incorporation of a corporation, corporate action required or
   permitted by this chapter to be taken at a meeting of members may be taken
   without a meeting and without prior notice, if the corporate action is taken
   by members who would be entitled to vote at a meeting of members having voting
   power to cast not fewer than the minimum number (or numbers, in the case of
   voting by voting groups) of votes that would be necessary to authorize or take
   the corporate action at a meeting at which all members entitled to vote
   thereon were present and voted.

   3.  The corporate action shall be evidenced by one or more written consents
   bearing the date of execution and describing the corporate action taken,
   signed by the members entitled to take such corporate action without a meeting
   and delivered to the secretary of the corporation for inclusion in the minutes
   or filing with the corporate records. Any corporate action taken by written
   consent shall be effective according to its terms when the requisite consents
   are in possession of the corporation. Corporate action taken under this
   section is effective as of the date specified therein, provided the consent
   states the date of execution by each member.

B. If not otherwise determined under § 13.1-840 or 13.1-844, the record date
for determining members entitled to take corporate action without a meeting is
the date the first member signs the consent under subsection A. No written
consent shall be effective to take the corporate action referred to therein
unless, within 120 days after the earliest date of execution appearing on a
consent delivered to the corporation in the manner required by this section,
written consents sufficient in number to take corporate action are received by
the corporation. A written consent may be revoked by a writing to that effect
received by the corporation prior to receipt by the corporation of unrevoked
written consents sufficient in number to take corporate action.

C. For purposes of this section, written consent may be accomplished by one or
more electronic transmissions, as defined in § 13.1-803. A consent signed under
this section has the effect of a vote of voting members at a meeting and may be
described as such in any document filed with the Commission under this chapter.

D. If corporate action is to be taken under this section by fewer than all of
the members entitled to vote on the action, the corporation shall give written
notice of the proposed corporate action, not less than five days before the
action is taken, to all persons who are members on the record date and who are
entitled to vote on the matter. The notice shall contain or be accompanied by
the same material that under this chapter would have been required to be sent to
members in a notice of meeting at which the corporate action would have been
submitted to the members for a vote.

E. If this chapter requires that notice of proposed corporate action be given to
nonvoting members and the corporate action is to be taken by consent of the
voting members, the corporation shall give its nonvoting members written notice
of the proposed action not less than five days before it is taken. The notice
shall contain or be accompanied by the same material that under this chapter
would have been required to be sent to nonvoting members in a notice of meeting
at which the corporate action would have been submitted to the members for a
vote.

F. Any person, whether or not then a member, may provide that a consent in
writing as a member shall be effective at a future time, including the time when
an event occurs, but such future time shall not be more than 60 days after such
provision is made. Any such consent shall be deemed to have been made for
purposes of this section at the future time so specified for the consent to be
effective, provided that (i) the person is a member at such future time and (ii)
the person did not revoke the consent prior to such future time.

HISTORY: Code 1950, § 13.1-216; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2015,
c. 611.