CODE OF VIRGINIA

CORPORATE RECORDS (§ 13.1-932)

A. A corporation shall keep as permanent records minutes of all meetings of its
members and board of directors, a record of all actions taken by the members or
board of directors without a meeting, and a record of all actions taken by a
committee of the board of directors in place of the board of directors on behalf
of the corporation.

B. A corporation shall maintain appropriate accounting records.

C. A corporation or its agent shall maintain a record of its members, in a form
that permits preparation of a list of the names and addresses of all members, in
alphabetical order by class, if any.

D. A corporation shall maintain its records in written form or in another form
capable of conversion into written form within a reasonable time.

E. A corporation shall keep a copy of the following records:

   1.  Its articles or restated articles of incorporation, all amendments to them
   currently in effect, and any notices to members referred to in subdivision L 5
   of § 13.1-804 regarding facts on which a filed document is dependent;

   2.  Its bylaws or restated bylaws and all amendments to them currently in
   effect;

   3.  Resolutions adopted by its board of directors creating one or more classes
   of members, and fixing their relative rights, preferences, and limitations;

   4.  The minutes of all members’ meetings, and records of all action
   taken by members without a meeting, for the past three years;

   5.  All written communications to members generally within the past three
   years;

   6.  A list of the names and business addresses of its current directors and
   officers; and

   7.  Its most recent annual report delivered to the Commission under §
   13.1-936.

HISTORY: Code 1950, § 13.1-228; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007,
c. 925.