13.1-657 - Action without meeting. - Virginia Statutes

§ 13.1-657. Action without meeting.

A. Action required or permitted by this chapter to be adopted or taken at ashareholders' meeting may be adopted or taken without a meeting if the actionis adopted or taken by all the shareholders entitled to vote on the action,in which case no action by the board of directors shall be required. Theadoption or taking of the action shall be evidenced by one or more writtenconsents describing the action taken, signed by all the shareholders entitledto vote on the action, bearing the date of each signature, and delivered tothe corporation for inclusion in the minutes or filing with the corporaterecords.

B. The articles of incorporation may provide that any action required orpermitted by this chapter to be adopted or taken at a shareholders' meetingmay be adopted or taken without a meeting, and without prior notice, ifconsents in writing setting forth the action so adopted or taken are signedby the holders of outstanding shares having not less than the minimum numberof votes that would be required to adopt or take the action at a meeting atwhich all shares entitled to vote on the action were present and voted. Thewritten consent shall bear the date on which each shareholder signed theconsent and be delivered to the corporation for inclusion in the minutes orfiling with the corporate records.

C. If not otherwise fixed under § 13.1-656 or 13.1-660 and if prior boardaction is not required respecting the action to be adopted or taken without ameeting, the record date for determining the shareholders entitled to adoptor take action without a meeting shall be the first date on which a signedwritten consent is delivered to the corporation. If not otherwise fixed under§ 13.1-656 or 13.1-660 and if prior board action is required respecting theaction to be adopted or taken without a meeting, the record date shall be theclose of business on the day the resolution of the board taking such prioraction is adopted. No written consent shall be effective to adopt or take theaction referred to therein unless, within 60 days of the earliest date onwhich a consent delivered to the corporation as required by this section wassigned, written consents signed by the holders of shares having sufficientvotes to adopt or take the action have been delivered to the corporation. Awritten consent may be revoked by a writing to that effect delivered to thecorporation before unrevoked written consents sufficient in number to adoptor take the action are delivered to the corporation.

D. A consent signed pursuant to the provisions of this section has the effectof a vote at a meeting and may be described as such in any document. Unlessthe articles of incorporation, bylaws or a resolution of the board ofdirectors provides for a reasonable delay to permit tabulation of writtenconsents, the action adopted or taken by written consent shall be effectivewhen (i) written consents signed by the holders of shares having sufficientvotes to adopt or take the action are delivered to the corporation or (ii) ifan effective date is specified therein, as of such date provided such consentstates the date of execution by the consenting shareholder.

E. If this chapter requires that notice of a proposed action be given tononvoting shareholders and the action is to be adopted or taken by writtenconsent of the voting shareholders, the corporation shall give its nonvotingshareholders written notice of the action not more than 10 days after (i)written consents sufficient to adopt or take the action have been deliveredto the corporation, or (ii) such later date that tabulation of consents iscompleted pursuant to an authorization under subsection D. The notice shallreasonably describe the action adopted or taken and contain or be accompaniedby the same material that under any provision of this chapter would have beenrequired to be sent to nonvoting shareholders in a notice of a meeting atwhich the proposed action would have been submitted to the shareholders foraction.

F. If action is adopted or taken by less than unanimous written consent ofthe voting shareholders, the corporation shall give its nonconsenting votingshareholders written notice of the action not more than 10 days after (i)written consents sufficient to adopt or take the action have been deliveredto the corporation, or (ii) such later date that tabulation of consents iscompleted pursuant to an authorization under subsection D. The notice shallreasonably describe the action adopted or taken and contain or be accompaniedby the same material that under any provision of this chapter would have beenrequired to be sent to voting shareholders in a notice of a meeting at whichthe action would have been submitted to the shareholders for action.

(Code 1950, § 13.1-28; 1956, c. 428; 1985, c. 522; 1999, c. 416; 2003, c.728; 2005, c. 765; 2007, c. 165; 2008, c. 91; 2010, c. 782.)