CODE OF VIRGINIA

RECORD DATE (§ 13.1-844)

A. The bylaws may fix or provide the manner of fixing in advance the record date
for one or more voting groups in order to make a determination of members for
any purpose. If the bylaws do not fix or provide for fixing a record date, the
board of directors of the corporation may fix as the record date the date on
which it takes such action or a future date.

B. A record date fixed under this section may not be more than 70 days before
the meeting or action requiring a determination of members.

C. A determination of members entitled to notice of or to vote at a
members’ meeting is effective for any adjournment of the meeting unless
the board of directors fixes a new record date, which it shall do if the meeting
is adjourned to a date more than 120 days after the date fixed for the original
meeting.

D. If a court orders a meeting adjourned to a date more than 120 days after the
date fixed for the original meeting, it may provide that the original record
date continues in effect or it may fix a new record date.

HISTORY: 1985, c. 522; 2007, c. 925.