reglab/housing_qa huggingface dataset:
VA Code § 13.1-847 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-847. Proxies

A. A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws otherwise provide, by proxy.B. A member or the member's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission. Any copy, facsimile telecommunications or other reliable reproduction of the writing or transmission created pursuant to this subsection may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.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 tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.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 creditor of the corporation who extended it credit under terms requiring the appointment;2. An employee of the corporation whose employment contract requires the appointment; or3. A party to a voting agreement created under § 13.1-852.2.E. The death or incapacity of the member 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 secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's 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. Subject to § 13.1-848 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 member making the appointment.H. Any fiduciary who is entitled to vote any membership interest may vote such membership interest by proxy.1985, c. 522; 1999, c. 101; 2002, c. 285; 2007, c. 925; 2010, c. 171.
VA Code § 13.1-847.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-847.1. Voting procedures and inspectors of elections

A. A corporation may appoint one or more inspectors to act at a meeting of members in connection with determining voting results. Each inspector, before entering upon the discharge of his duties, shall certify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of his ability.B. The inspectors shall (i) ascertain the number of members and the voting power of each, (ii) determine the number of the members represented at a meeting and the validity of proxy appointments 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) certify their determination of the number of members represented at the meeting and their count of the votes. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties, and may rely on information provided by such persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted. In any court proceeding there shall be a rebuttable presumption that the report of the inspectors is correct.C. No ballot, proxies, or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the circuit court of the city or county where the corporation's principal office is located or, if none in the Commonwealth, where its registered office is located, upon application by a member, shall determine otherwise.D. In determining the validity of proxies and ballots and in counting the votes, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with subsection B of § 13.1-847, ballots, and the regular books and records of the corporation. If the inspectors consider other reliable information for the limited purpose permitted herein, they shall specify, at the time that they make their certification pursuant to clause (v) of subsection B, the precise information that they considered, including the person or persons from whom they obtained the information, when the information 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 by written ballot may be satisfied by a ballot submitted by electronic transmission by the member or the member's proxy, provided that any such electronic transmission shall either set forth or be submitted with information from which it may be determined that the electronic transmission was authorized by the member or the member's proxy. A member who votes by a ballot submitted by electronic transmission is deemed present at the meeting of members.2007, c. 925; 2010, c. 171; 2015, c. 611.
VA Code § 13.1-849 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-849. Quorum and voting requirements for voting groups

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.Code 1950, § 13.1-219; 1956, c. 428; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-850 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-850. Action by single and multiple voting groups

A. If the articles of incorporation or this Act 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 § 13.1-849.B. If the articles of incorporation or this Act 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 § 13.1-849. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.1985, c. 522; 2007, c. 925.
VA Code § 13.1-851 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-851. Change in quorum or voting requirements

A. The articles of incorporation may provide for a lesser or greater quorum requirement for members or voting groups of members than required by this chapter.B. An amendment to the articles of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet the quorum requirement and be adopted by the vote and voting groups required to take action under the quorum and voting requirements then in effect.Code 1950, § 13.1-218; 1956, c. 428; 1985, c. 522; 1986, c. 321.
VA Code § 13.1-852 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-852. Voting for directors; cumulative voting

A. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.B. Members do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.C. A statement included in the articles of incorporation that "all of a designated voting group of members are entitled to cumulate their votes for directors" or words of similar import means that the members designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.D. Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless:1. The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or2. A member who has the right to cumulate his votes gives notice to the secretary of the corporation not less than 48 hours before the time set for the meeting of the member's intent to cumulate his votes during the meeting. If one member gives such a notice, all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-852.2 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-852.2. Voting agreements

A. Two or more members entitled to vote may provide for the manner in which they will vote by signing an agreement for that purpose.B. A voting agreement created under this section is specifically enforceable.2007, c. 925.
VA Code § 13.1-853 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-853. Requirement for and duties of board of directors

A. Except as provided in an agreement authorized by § 13.1-852.1, each corporation shall have a board of directors.B. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized by § 13.1-852.1.Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-854 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-854. Qualification of directors

The articles of incorporation or bylaws may prescribe qualifications for directors. Unless the articles of incorporation or bylaws so prescribe, a director need not be a resident of the Commonwealth or a member of the corporation.Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-855 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-855. Number and election of directors

A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation.B. The members may adopt a bylaw fixing the number of directors and may direct that such bylaw not be amended by the board of directors.C. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of directors. However, to the extent that the corporation has members with voting privileges, only the members may change the range for the size of the board of directors or change from a fixed to a variable-range size board or vice versa.D. Directors shall be elected or appointed in the manner provided in the articles of incorporation. If the corporation has members with voting privileges, directors shall be elected at the first annual members' meeting and at each annual meeting thereafter unless their terms are staggered under § 13.1-858.E. No individual shall be named or elected as a director without his prior consent.Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925; 2010, c. 171.
VA Code § 13.1-856 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-856. Election of directors by certain classes of members

If the articles of incorporation authorize dividing the members into classes, the articles may also authorize the election of all or a specified number of directors by the members of one or more authorized classes. Each class entitled to elect one or more directors is a separate voting group for purposes of the election of directors.1985, c. 522.
VA Code § 13.1-857 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-857. Terms of directors generally

A. In the absence of a provision in the articles of incorporation fixing a term of office, the term of office for a director shall be one year.B. The terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected, or if there are no members or the corporation's members do not have voting rights, at the end of such other period as may be specified in the articles of incorporation.C. The terms of all other directors expire at the next annual meeting of members following the directors' election unless their terms are staggered under § 13.1-858 or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation.D. A decrease in the number of directors does not shorten an incumbent director's term.E. The term of a director elected by the board of directors to fill a vacancy expires at the next members' meeting at which directors are elected or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation.F. Except in the case of ex-officio directors, despite the expiration of a director's term, a director continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors, if any.Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1986, c. 529; 2004, c. 303; 2007, c. 925.
VA Code § 13.1-858 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-858. Staggered terms of directors

A. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into groups, and the terms of office of the several groups need not be uniform.B. If the articles of incorporation permit cumulative voting, any provision establishing staggered terms of directors shall provide that at least three directors shall be elected at each annual members' meeting.Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 140; 1989, c. 419; 2007, c. 925.
VA Code § 13.1-859 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-859. Resignation of directors

A. A director may resign at any time by delivering written notice to the board of directors, its chairman, the president, or the secretary.B. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, the board of directors may fill the pending vacancy before the effective time if the board of directors provides that the successor does not take office until the effective time.C. Any person who has resigned as a director of a corporation, or whose name is incorrectly on file with the Commission as a director of a corporation, may file a statement to that effect with the Commission.D. Upon the resignation of a director, the corporation may file an amended annual report with the Commission indicating the resignation of the director and the successor in office, if any.1985, c. 522; 1991, c. 124; 2007, c. 925.
VA Code § 13.1-860 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-860. Removal of directors

A. The members may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only with cause.B. If a director is elected by a voting group of members, only the members of that voting group may participate in the vote to remove him.C. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, unless the articles of incorporation require a greater vote, a director may be removed if the number of votes cast to remove him constitutes a majority of the votes entitled to be cast at an election of directors of the voting group or voting groups by which the director was elected.D. If a corporation has no members or no members with voting rights, a director may be removed pursuant to procedures set forth in the articles of incorporation or bylaws, and if none are provided, a director may be removed by such vote as would suffice for his election.E. A director may be removed only at a meeting called for the purpose of removing him. The meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.F. Upon the removal of a director, the corporation may file an amended annual report with the Commission indicating the removal of the director and the successor in office, if any.Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 177; 1991, c. 124; 2007, c. 925.
VA Code § 13.1-861 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-861. Judicial review of elections

Any member or director aggrieved by an election of directors may, after reasonable notice to the corporation and each director whose election is contested, apply for relief to the circuit court in the county or city in which the principal office of the corporation is located, or, if none in the Commonwealth, in the county or city in which its registered office is located. The court shall proceed forthwith in a summary way to hear and decide the issues and thereupon to determine the persons elected or order a new election or grant such other relief as may be equitable. Pending decision, the court may require the production of any information and may by order restrain any person from exercising the powers of a director if such relief is equitable.Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-862 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-862. Vacancy on board of directors

A. Unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:1. The members may fill the vacancy;2. The board of directors may fill the vacancy; or3. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.B. Unless the articles of incorporation provide otherwise, if the vacant office was held by a director elected by a voting group of members, only the members of that voting group are entitled to vote to fill the vacancy if it is filled by the members.C. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection B of § 13.1-859 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.D. The corporation may file an amended annual report with the Commission indicating the filling of a vacancy.Code 1950, § 13.1-222; 1956, c. 428; 1985, c. 522; 1991, c. 124; 2007, c. 925.
VA Code § 13.1-863 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-863. Compensation of directors

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.1985, c. 522.
VA Code § 13.1-864 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-864. Meetings of the board of directors

A. The board of directors may hold regular or special meetings in or out of the Commonwealth.B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.Code 1950, § 13.1-225; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-866 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-866. Notice of board of directors' meetings

A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.B. Special meetings of the board of directors shall be held upon such notice as is prescribed in the articles of incorporation or bylaws, or when not inconsistent with the articles of incorporation or bylaws, by resolution of the board of directors. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.1985, c. 522; 2002, c. 285; 2007, c. 925; 2010, c. 171.
VA Code § 13.1-867 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-867. Waiver of notice by director

A. A director may waive any notice required by this Act, the articles of incorporation, or bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided in subsection B of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.B. A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.1985, c. 522; 2007, c. 925.