CODE OF VIRGINIA

MEMBERS’ LIST FOR MEETING (§ 13.1-845)

A. After fixing a record date for a meeting, a corporation shall prepare an
alphabetical list of the names of all its members who are entitled to notice of
a members’ meeting. If the board of directors fixes a different record
date to determine the members entitled to vote at the meeting, a corporation
shall also prepare an alphabetical list of the names of all its members who are
entitled to vote at the meeting. A list shall be arranged by voting group, and
show the address of each member.

B. The members’ list for notice shall be available for inspection by any
member, beginning two business days after notice of the meeting is given for
which the list was prepared and continuing through the meeting, at the
corporation’s principal office or at a place identified in the meeting
notice in the county or city where the meeting will be held. A members’
list for voting shall be similarly available for inspection promptly after the
record date for voting. A member, or the member’s agent or attorney, is
entitled on written demand to inspect and, subject to the requirements set forth
in subsection C of § 13.1-933, to copy a list, during the regular business
hours and at the member’s expense, during the period it is available for
inspection.

C. The corporation shall make the list of members entitled to vote available at
the meeting, and any member, or the member’s agent or attorney, is
entitled to inspect the list at any time during the meeting or any adjournment.

D. If the corporation refuses to allow a member, the member’s agent, or
the member’s attorney to inspect a members’ list before or at the
meeting, or to copy a list as permitted by subsection B, the circuit court of
the county or city where the corporation’s principal office, or if none in
the Commonwealth its registered office, is located, on application of the
member, may summarily order the inspection or copying at the corporation’s
expense and may postpone the meeting for which the list was prepared until the
inspection or copying is complete.

E. Refusal or failure to prepare or make available a members’ list does
not affect the validity of action taken at the meeting.

HISTORY: 1985, c. 522; 2007, c. 925; 2010, c. 171.