reglab/housing_qa huggingface dataset:
VA Code § 13.1-652 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-652. Corporation's acquisition of its own shares

A. A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares of the same class, if any, but undesignated as to series.B. If the articles of incorporation prohibit the reissuance of acquired shares or if the board of directors has authorized the reduction in the number of authorized shares by the number of shares acquired, the number of authorized shares shall be reduced by the number of shares acquired effective when the certificate of amendment is effective. The corporation shall deliver to the Commission for filing articles of amendment that shall set forth:1. The name of the corporation;2. The reduction in the number of authorized shares, itemized by class and series;3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares; and4. A statement that the reduction in the number of authorized shares was required by the articles of incorporation or was adopted by the board of directors without shareholder approval pursuant to this section, with the date of adoption.C. The articles of amendment may be adopted by the board of directors without shareholder action.D. If the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.Code 1950, §§ 13.1-65, 13.1-66; 1956, c. 428; 1958, c. 564; 1985, c. 522; 2005, c. 765; 2019, c. 734; 2020, c. 1226.
VA Code § 13.1-654 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-654. Annual meeting

A. Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 13.1-657, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws, except that a corporation registered under the federal Investment Company Act of 1940 is not required to hold an annual meeting in any year in which the election of directors is not required to be held under the federal Investment Company Act of 1940 unless the articles of incorporation or bylaws of the corporation require an annual meeting to be held.B. Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-660.2, annual meetings may be held, in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws or, if not inconsistent with the bylaws, in the notice of the meeting.C. The failure to hold an annual meeting at the time stated in or fixed in accordance with the corporation's bylaws does not affect the validity of any corporate action.Code 1950, § 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1990, c. 228; 2003, c. 728; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2017, c. 646; 2019, c. 734.
VA Code § 13.1-655 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-655. Special meeting

A. A corporation shall hold a special meeting of shareholders:1. On call of the chairman of the board of directors, the president, the board of directors, or the person or persons authorized to do so by the articles of incorporation or bylaws; or2. In the case of a corporation that is not a public corporation and that has 35 or fewer shareholders of record, if the holders of at least 20 percent of all the votes entitled to be cast on an issue proposed to be considered at the special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. For such a corporation, the articles of incorporation may provide for an increase or decrease in the percentage stated in this subdivision or may prohibit shareholders from calling a special meeting.B. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing, including an electronic transmission, to that effect received by the corporation's secretary before the start of the special meeting.C. If not otherwise fixed under § 13.1-656 or 13.1-660, the record date for determining shareholders entitled to demand a special meeting shall be the first date on which a signed shareholder demand is delivered to the corporation's secretary. No written demand for a special meeting shall be effective unless, within 60 days of the earliest date on which such a demand delivered to the corporation's secretary as required by this section was signed, written demands signed by shareholders that satisfy the requirements of subsection A have been delivered to the corporation's secretary.D. Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-660.2, special meetings of shareholders may be held in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws. If no place is so stated or fixed, special meetings shall be held at the corporation's principal office.E. Only business within the purpose or purposes described in the meeting notice required by subsection C of § 13.1-658 may be conducted at a special meeting of shareholders.Code 1950, § 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2003, c. 728; 2005, c. 765; 2012, c. 706; 2017, c. 646; 2019, c. 734.
VA Code § 13.1-656 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-656. Court-ordered meeting

A. The circuit court of the city or county where a corporation's principal office is located or, if none in the Commonwealth, where its registered office is located, may, after notice to the corporation, order a meeting of shareholders to be held:1. On petition of any shareholder of the corporation if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within 15 months after its last annual meeting or, if there has been no annual meeting, the date of its incorporation; or2. On petition of one or more shareholders who signed a demand for a special meeting valid under subsection A of § 13.1-655 if:a. Notice of the special meeting was not given within 30 days after the first day on which the requisite number of such demands have been delivered to the corporation's secretary; orb. The special meeting was not held in accordance with the notice.B. The court may fix the date, time, and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the shares represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.1985, c. 522; 2005, c. 765; 2007, c. 165; 2010, c. 782; 2019, c. 734.
VA Code § 13.1-658 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-658. Notice of meeting

A. Except as otherwise provided in subsection F, a corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting date except that notice of a shareholders' meeting to act on an amendment of the articles of incorporation, a plan of merger, share exchange, domestication, or conversion, a proposed sale of assets pursuant to § 13.1-724, or the dissolution of the corporation shall be given not fewer than 25 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to § 13.1-660.2 for holders of any class or series of shares, the notice to the holders of such class or series of shares shall describe the means of remote communication to be used. The notice shall include the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.B. Unless the articles of incorporation or this chapter requires otherwise, notice of an annual meeting of shareholders need not state the purpose or purposes for which the meeting is called.C. Notice of a special meeting of shareholders shall state the purpose or purposes for which the meeting is called.D. If not otherwise fixed under § 13.1-656 or 13.1-660, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.E. Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under § 13.1-660, however, notice of the adjourned meeting shall be given not fewer than 10 days before the meeting date to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.Code 1950, § 13.1-26; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1984, c. 301; 1985, c. 522; 1999, c. 102; 2001, c. 545; 2002, cc. 1, 285; 2005, c. 765; 2010, c. 782; 2015, c. 611; 2017, c. 646; 2019, c. 734; 2021, Sp. Sess. I, c. 487.
VA Code § 13.1-659 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-659. Waiver of notice

A. A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation's secretary for filing by the corporation with the minutes or corporate records.B. A shareholder's attendance at a meeting:1. Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and2. Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.Code 1950, § 13.1-27; 1956, c. 428; 1985, c. 522; 2019, c. 734.
VA Code § 13.1-660 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-660. Record date for meeting

A. The bylaws may fix or provide the manner of fixing in advance the record date or dates for one or more voting groups to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or take action by written consent, or to take any other action. If the bylaws do not fix or provide the manner of fixing a record date, the board of directors may fix in advance the record date or dates.B. A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.C. A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.D. If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date or dates continue in effect or it may fix a new record date or dates.E. The record dates for a shareholders' meeting fixed by or in the manner provided in the bylaws or by the board of directors shall be the record date for determining shareholders entitled both to notice of and to vote at the shareholders' meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the bylaws, the board of directors, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.Code 1950, §§ 13-192, 13.1-29; 1952, c. 88; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2010, c. 782; 2019, c. 734.
VA Code § 13.1-660.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-660.1. Conduct of the meeting

A. At each meeting of shareholders, a chairman shall preside. The chairman shall be appointed as provided in the articles of incorporation, bylaws, or, in the absence of such provision, by the board of directors.B. Unless the articles of incorporation or bylaws provide otherwise, the chairman shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.C. The chairman of the meeting shall announce at the meeting when the polls open and close for each matter voted upon. If no announcement is made, the polls shall be deemed to have opened at the beginning of the meeting and closed upon the final adjournment of the meeting.2005, c. 765; 2019, c. 734.
VA Code § 13.1-660.2 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-660.2. Remote participation in shareholders' meetings

A. Shareholders of any class or series of shares may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation as a shareholder by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts.B. Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to:1. Verify that each person participating remotely as a shareholder is a shareholder or a shareholder's proxy; and2. Provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.C. Unless the articles of incorporation or bylaws require the meeting of shareholders to be held at a place, the board of directors may determine that any meeting of shareholders shall not be held at any place and shall instead be held solely by means of remote communication in conformity with subsection B.2010, c. 782; 2017, c. 646; 2019, c. 734.
VA Code § 13.1-663 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-663. Proxies

A. A shareholder may vote the shareholder's shares in person or by proxy.B. A shareholder, or the shareholder's agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission shall contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact.C. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspectors of election or the officer or agent of the corporation authorized to count votes. An appointment is valid for the term provided in the appointment form and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection D.D. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:1. A pledgee;2. A person who purchased or agreed to purchase the shares;3. A creditor of the corporation who extended it credit under terms requiring the appointment;4. An employee of the corporation whose employment contract requires the appointment; or5. A party to a voting agreement created under § 13.1-671.E. The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the corporation's secretary or other officer or agent authorized to count votes before the proxy exercises authority under the appointment.F. An appointment made irrevocable under subsection D is revoked when the interest with which it is coupled is extinguished.G. Unless it otherwise provides, an appointment made irrevocable under subsection D continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.H. Subject to § 13.1-665 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.Code 1950, §§ 13-193 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 1991, c. 405; 2005, c. 765; 2010, c. 782; 2019, c. 734.
VA Code § 13.1-664 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-664. Shares held by intermediaries and nominees

A. A corporation's board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation's secretary a beneficial ownership certificate. The terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder shall not have those rights or privileges.B. The procedure shall specify:1. The types of intermediaries or nominees to which it applies;2. The rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed;3. The manner in which the procedure is selected, which shall include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder and the person on whose behalf the shares are held;4. The information that must be provided when the procedure is selected;5. The period for which selection of the procedure is effective;6. Requirements for notice to the corporation with respect to the arrangement; and7. The form and contents of the beneficial ownership certificate.C. The procedure may specify any other aspects of the rights and duties that may be included in a beneficial ownership certificate.1985, c. 522; 2019, c. 734.
VA Code § 13.1-666 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-666. Quorum and voting requirements for voting groups

A. Shares entitled to vote as a separate voting group may take action at a meeting only if a quorum of those shares exists for the meeting. Unless the articles of incorporation or this chapter provides otherwise, shares representing a majority of the votes entitled to be cast at the meeting by the voting group constitutes a quorum of that voting group for the meeting. Whenever this chapter requires a particular quorum for a specified action, the articles of incorporation may not provide for a lower quorum. Less than a quorum may adjourn a meeting.B. Once a share is represented for any purpose at a meeting, it 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. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter requires a greater number of affirmative votes. An abstention or an election by a shareholder not to vote on the action because of the failure to receive voting instructions from the beneficial owner of the shares shall not be considered a vote cast.D. An amendment of the articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection A or C is governed by section § 13.1-668.E. The election of directors is governed by § 13.1-669.F. Whenever a provision of this chapter provides for voting of classes or series of shares as separate voting groups, the rules provided in subsection C of § 13.1-708 for amendments of the articles of incorporation apply to that provision.Code 1950, § 13.1-31; 1956, c. 428; 1985, c. 522; 2007, c. 165; 2019, c. 734.
VA Code § 13.1-667 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-667. Action by single and multiple voting groups

A. If the articles of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in § 13.1-666.B. If the articles of incorporation or this chapter provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in § 13.1-666. Action may be taken by different voting groups on a matter at different times.1985, c. 522; 2019, c. 734.
VA Code § 13.1-668 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-668. Modifying quorum or voting requirements

A. The articles of incorporation may provide for (i) a lesser or greater quorum requirement for shareholders or voting groups of shareholders, but in each case not less than one third of the shares eligible to vote or (ii) a greater voting requirement for shareholders, or voting groups of shareholders, than is provided by this chapter.B. An amendment of the articles of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.Code 1950, § 13.1-33; 1956, c. 428; 1985, c. 522; 1986, c. 321; 2019, c. 734.