A. 1. Corporate action required or permitted by this Act to be taken at ameeting of the members may be taken without a meeting and without priornotice if the corporate action is taken by all members entitled to vote onthe corporate action, in which case no corporate action by the board ofdirectors shall be required.
2. Notwithstanding subdivision 1 of this subsection, if so provided in thearticles of incorporation of a corporation, corporate action required orpermitted by this Act to be taken at a meeting of members may be takenwithout a meeting and without prior notice, if the corporate action is takenby members who would be entitled to vote at a meeting of members havingvoting power to cast not fewer than the minimum number (or numbers, in thecase of voting by voting groups) of votes that would be necessary toauthorize or take the corporate action at a meeting at which all membersentitled to vote thereon were present and voted.
3. The corporate action shall be evidenced by one or more written consentsbearing the date of execution and describing the corporate action taken,signed by the members entitled to take such corporate action without ameeting and delivered to the secretary of the corporation for inclusion inthe minutes or filing with the corporate records. Any corporate action takenby written consent shall be effective according to its terms when therequisite consents are in possession of the corporation. Corporate actiontaken under this section is effective as of the date specified therein,provided the consent states the date of execution by each member.
B. If not otherwise determined under § 13.1-840 or 13.1-844, the record datefor determining members entitled to take corporate action without a meetingis the date the first member signs the consent under subsection A. No writtenconsent shall be effective to take the corporate action referred to thereinunless, within 120 days after the earliest date of execution appearing on aconsent delivered to the corporation in the manner required by this section,written consents sufficient in number to take corporate action are receivedby the corporation. A written consent may be revoked by a writing to thateffect received by the corporation prior to receipt by the corporation ofunrevoked written consents sufficient in number to take corporate action.
C. For purposes of this section, written consent may be accomplished by oneor more electronic transmissions, as defined in § 13.1-803. A consent signedunder this section has the effect of a vote of voting members at a meetingand may be described as such in any document filed with the Commission underthis Act.
D. If corporate action is to be taken under this section by fewer than all ofthe members entitled to vote on the action, the corporation shall givewritten notice of the proposed corporate action, not less than five daysbefore the action is taken, to all persons who are members on the record dateand who are entitled to vote on the matter. The notice shall contain or beaccompanied by the same material that under this Act would have been requiredto be sent to members in a notice of meeting at which the corporate actionwould have been submitted to the members for a vote.
E. If this Act requires that notice of proposed corporate action be given tononvoting members and the corporate action is to be taken by consent of thevoting members, the corporation shall give its nonvoting members writtennotice of the proposed action not less than five days before it is taken. Thenotice shall contain or be accompanied by the same material that under thisAct would have been required to be sent to nonvoting members in a notice ofmeeting at which the corporate action would have been submitted to themembers for a vote.
(Code 1950, § 13.1-216; 1956, c. 428; 1985, c. 522; 2007, c. 925.)
A. 1. Corporate action required or permitted by this Act to be taken at ameeting of the members may be taken without a meeting and without priornotice if the corporate action is taken by all members entitled to vote onthe corporate action, in which case no corporate action by the board ofdirectors shall be required.
2. Notwithstanding subdivision 1 of this subsection, if so provided in thearticles of incorporation of a corporation, corporate action required orpermitted by this Act to be taken at a meeting of members may be takenwithout a meeting and without prior notice, if the corporate action is takenby members who would be entitled to vote at a meeting of members havingvoting power to cast not fewer than the minimum number (or numbers, in thecase of voting by voting groups) of votes that would be necessary toauthorize or take the corporate action at a meeting at which all membersentitled to vote thereon were present and voted.
3. The corporate action shall be evidenced by one or more written consentsbearing the date of execution and describing the corporate action taken,signed by the members entitled to take such corporate action without ameeting and delivered to the secretary of the corporation for inclusion inthe minutes or filing with the corporate records. Any corporate action takenby written consent shall be effective according to its terms when therequisite consents are in possession of the corporation. Corporate actiontaken under this section is effective as of the date specified therein,provided the consent states the date of execution by each member.
B. If not otherwise determined under § 13.1-840 or 13.1-844, the record datefor determining members entitled to take corporate action without a meetingis the date the first member signs the consent under subsection A. No writtenconsent shall be effective to take the corporate action referred to thereinunless, within 120 days after the earliest date of execution appearing on aconsent delivered to the corporation in the manner required by this section,written consents sufficient in number to take corporate action are receivedby the corporation. A written consent may be revoked by a writing to thateffect received by the corporation prior to receipt by the corporation ofunrevoked written consents sufficient in number to take corporate action.
C. For purposes of this section, written consent may be accomplished by oneor more electronic transmissions, as defined in § 13.1-803. A consent signedunder this section has the effect of a vote of voting members at a meetingand may be described as such in any document filed with the Commission underthis Act.
D. If corporate action is to be taken under this section by fewer than all ofthe members entitled to vote on the action, the corporation shall givewritten notice of the proposed corporate action, not less than five daysbefore the action is taken, to all persons who are members on the record dateand who are entitled to vote on the matter. The notice shall contain or beaccompanied by the same material that under this Act would have been requiredto be sent to members in a notice of meeting at which the corporate actionwould have been submitted to the members for a vote.
E. If this Act requires that notice of proposed corporate action be given tononvoting members and the corporate action is to be taken by consent of thevoting members, the corporation shall give its nonvoting members writtennotice of the proposed action not less than five days before it is taken. Thenotice shall contain or be accompanied by the same material that under thisAct would have been required to be sent to nonvoting members in a notice ofmeeting at which the corporate action would have been submitted to themembers for a vote.
(Code 1950, § 13.1-216; 1956, c. 428; 1985, c. 522; 2007, c. 925.)
A. 1. Corporate action required or permitted by this Act to be taken at ameeting of the members may be taken without a meeting and without priornotice if the corporate action is taken by all members entitled to vote onthe corporate action, in which case no corporate action by the board ofdirectors shall be required.
2. Notwithstanding subdivision 1 of this subsection, if so provided in thearticles of incorporation of a corporation, corporate action required orpermitted by this Act to be taken at a meeting of members may be takenwithout a meeting and without prior notice, if the corporate action is takenby members who would be entitled to vote at a meeting of members havingvoting power to cast not fewer than the minimum number (or numbers, in thecase of voting by voting groups) of votes that would be necessary toauthorize or take the corporate action at a meeting at which all membersentitled to vote thereon were present and voted.
3. The corporate action shall be evidenced by one or more written consentsbearing the date of execution and describing the corporate action taken,signed by the members entitled to take such corporate action without ameeting and delivered to the secretary of the corporation for inclusion inthe minutes or filing with the corporate records. Any corporate action takenby written consent shall be effective according to its terms when therequisite consents are in possession of the corporation. Corporate actiontaken under this section is effective as of the date specified therein,provided the consent states the date of execution by each member.
B. If not otherwise determined under § 13.1-840 or 13.1-844, the record datefor determining members entitled to take corporate action without a meetingis the date the first member signs the consent under subsection A. No writtenconsent shall be effective to take the corporate action referred to thereinunless, within 120 days after the earliest date of execution appearing on aconsent delivered to the corporation in the manner required by this section,written consents sufficient in number to take corporate action are receivedby the corporation. A written consent may be revoked by a writing to thateffect received by the corporation prior to receipt by the corporation ofunrevoked written consents sufficient in number to take corporate action.
C. For purposes of this section, written consent may be accomplished by oneor more electronic transmissions, as defined in § 13.1-803. A consent signedunder this section has the effect of a vote of voting members at a meetingand may be described as such in any document filed with the Commission underthis Act.
D. If corporate action is to be taken under this section by fewer than all ofthe members entitled to vote on the action, the corporation shall givewritten notice of the proposed corporate action, not less than five daysbefore the action is taken, to all persons who are members on the record dateand who are entitled to vote on the matter. The notice shall contain or beaccompanied by the same material that under this Act would have been requiredto be sent to members in a notice of meeting at which the corporate actionwould have been submitted to the members for a vote.
E. If this Act requires that notice of proposed corporate action be given tononvoting members and the corporate action is to be taken by consent of thevoting members, the corporation shall give its nonvoting members writtennotice of the proposed action not less than five days before it is taken. Thenotice shall contain or be accompanied by the same material that under thisAct would have been required to be sent to nonvoting members in a notice ofmeeting at which the corporate action would have been submitted to themembers for a vote.
(Code 1950, § 13.1-216; 1956, c. 428; 1985, c. 522; 2007, c. 925.)
