13.1-655 - Special meeting. - Virginia Statutes

§ 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, theboard of directors, or the person or persons authorized to do so by thearticles of incorporation or bylaws; or

2. In the case of corporations having 35 or fewer shareholders of record, ifthe holders of at least 20 percent of all votes entitled to be cast on anyissue proposed to be considered at the special meeting sign, date, anddeliver to the corporation's secretary one or more written demands for themeeting describing the purpose or purposes for which it is to be held. Thearticles of incorporation may provide for an increase or decrease in thepercentage stated in this subdivision.

B. Unless otherwise provided in the articles of incorporation, a writtendemand for a special meeting may be revoked by a writing, including anelectronic transmission, to that effect received by the corporation prior tothe receipt by the corporation of demands sufficient in number to require theholding of a special meeting.

C. If not otherwise fixed under § 13.1-656 or 13.1-660, the record date fordetermining shareholders entitled to demand a special meeting is the date thefirst shareholder signs the demand.

D. Special shareholders' meetings may be held at such place in or out of thisCommonwealth as may be provided in the bylaws or, where not inconsistent withthe bylaws, in the notice of the meeting.

E. If the articles of incorporation or bylaws so provide, shareholders mayparticipate in a special shareholders' meeting by use of any means ofcommunication by which all shareholders participating may simultaneously heareach other during the meeting. A shareholder participating in a meeting bythis means is deemed to be present in person at the meeting.

F. Only business within the purpose or purposes described in the meetingnotice required by subsection C of § 13.1-658 may be conducted at a specialshareholders' meeting.

(Code 1950, § 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2003, c.728; 2005, c. 765.)