§ 13.1-847.1. Voting procedures and inspectors of elections.
A. A corporation may appoint one or more inspectors to act at a meeting ofmembers and make a written report of the inspector's determinations. Thecorporation may designate one or more persons as alternate inspectors toreplace any inspector who fails to act. If no inspector or alternate is ableto act at a meeting of members, the person presiding at the meeting shallappoint one or more inspectors to act at the meeting. Each inspector, beforeentering upon the discharge of his duties, shall take and sign an oathfaithfully to execute the duties of inspector with strict impartiality andaccording to the best of his ability.
B. The inspectors shall (i) ascertain the number of members and the votingpower of each, (ii) determine the number of the members represented at ameeting and the validity of proxies 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) certifytheir determination of the number of members represented at the meeting andtheir count of all votes. The inspectors may appoint or retain other personsor entities to assist the inspectors in the performance of their duties. Inany court proceeding there shall be a rebuttable presumption that the reportof the inspectors is correct.
C. No ballot, proxies or votes, nor any revocations thereof or changesthereto, shall be accepted by the inspectors after the closing of the pollsunless the circuit court of the city or county where the corporation'sprincipal office is located or, if none in the Commonwealth, where itsregistered office is located, upon application by a member, shall determineotherwise.
D. In determining the validity of proxies and ballots and in counting thevotes, the inspectors shall be limited to an examination of the proxies, anyenvelopes submitted with those proxies, any information provided inaccordance with subsection B of § 13.1-847, ballots, and the regular booksand records of the corporation. If the inspectors consider other reliableinformation for the limited purpose permitted herein, they shall specify, atthe time that they make their certification pursuant to clause (v) ofsubsection B, the precise information that they considered, including theperson or persons from whom they obtained the information, when theinformation 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 bywritten ballot may be satisfied by a ballot submitted by electronictransmission by the member or the member's proxy, provided that any suchelectronic transmission shall either set forth or be submitted withinformation from which it may be determined that the electronic transmissionwas authorized by the member or the member's proxy.
§ 13.1-847.1. Voting procedures and inspectors of elections.
A. A corporation may appoint one or more inspectors to act at a meeting ofmembers and make a written report of the inspector's determinations. Thecorporation may designate one or more persons as alternate inspectors toreplace any inspector who fails to act. If no inspector or alternate is ableto act at a meeting of members, the person presiding at the meeting shallappoint one or more inspectors to act at the meeting. Each inspector, beforeentering upon the discharge of his duties, shall take and sign an oathfaithfully to execute the duties of inspector with strict impartiality andaccording to the best of his ability.
B. The inspectors shall (i) ascertain the number of members and the votingpower of each, (ii) determine the number of the members represented at ameeting and the validity of proxies 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) certifytheir determination of the number of members represented at the meeting andtheir count of all votes. The inspectors may appoint or retain other personsor entities to assist the inspectors in the performance of their duties. Inany court proceeding there shall be a rebuttable presumption that the reportof the inspectors is correct.
C. No ballot, proxies or votes, nor any revocations thereof or changesthereto, shall be accepted by the inspectors after the closing of the pollsunless the circuit court of the city or county where the corporation'sprincipal office is located or, if none in the Commonwealth, where itsregistered office is located, upon application by a member, shall determineotherwise.
D. In determining the validity of proxies and ballots and in counting thevotes, the inspectors shall be limited to an examination of the proxies, anyenvelopes submitted with those proxies, any information provided inaccordance with subsection B of § 13.1-847, ballots, and the regular booksand records of the corporation. If the inspectors consider other reliableinformation for the limited purpose permitted herein, they shall specify, atthe time that they make their certification pursuant to clause (v) ofsubsection B, the precise information that they considered, including theperson or persons from whom they obtained the information, when theinformation 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 bywritten ballot may be satisfied by a ballot submitted by electronictransmission by the member or the member's proxy, provided that any suchelectronic transmission shall either set forth or be submitted withinformation from which it may be determined that the electronic transmissionwas authorized by the member or the member's proxy.
§ 13.1-847.1. Voting procedures and inspectors of elections.
A. A corporation may appoint one or more inspectors to act at a meeting ofmembers and make a written report of the inspector's determinations. Thecorporation may designate one or more persons as alternate inspectors toreplace any inspector who fails to act. If no inspector or alternate is ableto act at a meeting of members, the person presiding at the meeting shallappoint one or more inspectors to act at the meeting. Each inspector, beforeentering upon the discharge of his duties, shall take and sign an oathfaithfully to execute the duties of inspector with strict impartiality andaccording to the best of his ability.
B. The inspectors shall (i) ascertain the number of members and the votingpower of each, (ii) determine the number of the members represented at ameeting and the validity of proxies 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) certifytheir determination of the number of members represented at the meeting andtheir count of all votes. The inspectors may appoint or retain other personsor entities to assist the inspectors in the performance of their duties. Inany court proceeding there shall be a rebuttable presumption that the reportof the inspectors is correct.
C. No ballot, proxies or votes, nor any revocations thereof or changesthereto, shall be accepted by the inspectors after the closing of the pollsunless the circuit court of the city or county where the corporation'sprincipal office is located or, if none in the Commonwealth, where itsregistered office is located, upon application by a member, shall determineotherwise.
D. In determining the validity of proxies and ballots and in counting thevotes, the inspectors shall be limited to an examination of the proxies, anyenvelopes submitted with those proxies, any information provided inaccordance with subsection B of § 13.1-847, ballots, and the regular booksand records of the corporation. If the inspectors consider other reliableinformation for the limited purpose permitted herein, they shall specify, atthe time that they make their certification pursuant to clause (v) ofsubsection B, the precise information that they considered, including theperson or persons from whom they obtained the information, when theinformation 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 bywritten ballot may be satisfied by a ballot submitted by electronictransmission by the member or the member's proxy, provided that any suchelectronic transmission shall either set forth or be submitted withinformation from which it may be determined that the electronic transmissionwas authorized by the member or the member's proxy.
