CODE OF VIRGINIA

VOTING PROCEDURES AND INSPECTORS OF ELECTIONS (§ 13.1-847.1)

A. A corporation may appoint one or more inspectors to act at a meeting of
members in connection with determining voting results. Each inspector, before
entering upon the discharge of his duties, shall certify in writing that the
inspector will faithfully execute the duties of inspector with strict
impartiality and according to the best of his ability.

B. The inspectors shall (i) ascertain the number of members and the voting power
of each, (ii) determine the number of the members represented at a meeting and
the validity of proxy appointments and ballots, (iii) count all votes, (iv)
determine, and retain for a reasonable period a record of the disposition of,
any challenges made to any determination by the inspectors, and (v) certify
their determination of the number of members represented at the meeting and
their count of the votes. The inspectors may appoint or retain other persons or
entities to assist the inspectors in the performance of their duties, and may
rely on information provided by such persons and other persons, including those
appointed to tabulate votes, unless the inspectors believe reliance is
unwarranted. In any court proceeding there shall be a rebuttable presumption
that the report of the inspectors is correct.

C. No ballot, proxies, or votes, nor any revocations thereof or changes thereto,
shall be accepted by the inspectors after the closing of the polls unless the
circuit court of the city or county where the corporation’s principal
office is located or, if none in the Commonwealth, where its registered office
is located, upon application by a member, shall determine otherwise.

D. In determining the validity of proxies and ballots and in counting the votes,
the inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies, any information provided in accordance with
subsection B of § 13.1-847, ballots, and the regular books and records of the
corporation. If the inspectors consider other reliable information for the
limited purpose permitted herein, they shall specify, at the time that they make
their certification pursuant to clause (v) of subsection B, the precise
information that they considered, including the person or persons from whom they
obtained the information, when the information was obtained, the means by which
the information was obtained, and the basis for their belief that such
information is accurate and reliable.

E. If authorized by the board of directors, any member vote to be taken by
written ballot may be satisfied by a ballot submitted by electronic transmission
by the member or the member’s proxy, provided that any such electronic
transmission shall either set forth or be submitted with information from which
it may be determined that the electronic transmission was authorized by the
member or the member’s proxy. A member who votes by a ballot submitted by
electronic transmission is deemed present at the meeting of members.

HISTORY: 2007, c. 925; 2010, c. 171; 2015, c. 611.