CODE OF VIRGINIA

QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS (§ 13.1-849)

A. The bylaws may provide the number or percentage of members entitled to vote
represented in person or by proxy, or the number or percentage of votes
represented in person or by proxy, which shall constitute a quorum at a meeting
of members. In the absence of any such provision, members holding one-tenth of
the votes entitled to be cast represented in person or by proxy shall constitute
a quorum. The vote of a majority of the votes entitled to be cast by the members
present or represented by proxy at a meeting at which a quorum is present shall
be necessary for the adoption of any matter voted upon by the members, unless a
greater proportion is required by this Act or the articles of incorporation.
Members entitled to vote as a separate voting group may take action on a matter
at a meeting only if a quorum of those members exists with respect to that
matter.

B. Once a member is represented for any purpose at a meeting, the member is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or shall be set for that
adjourned meeting.

C. Less than a quorum may adjourn a meeting.

D. The election of directors is governed by § 13.1-852.

HISTORY: Code 1950, § 13.1-219; 1956, c. 428; 1985, c. 522; 2007, c. 925.