13.1-658 - Notice of meeting. - Virginia Statutes

§ 13.1-658. Notice of meeting.

A. A corporation shall notify shareholders of the date, time, and place ofeach annual and special shareholders' meeting. Such notice shall be given noless than 10 nor more than 60 days before the meeting date except that noticeof a shareholders' meeting to act on an amendment of the articles ofincorporation, a plan of merger, share exchange, domestication or entityconversion, a proposed sale of assets pursuant to § 13.1-724, or thedissolution of the corporation shall be given not less than 25 nor more than60 days before the meeting date. The notice shall include the record date fordetermining the shareholders entitled to vote at the meeting, if such date isdifferent than the record date for determining shareholders entitled tonotice of the meeting. Unless this chapter or the articles of incorporationrequire otherwise, the corporation is required to give notice only toshareholders entitled to vote at the meeting as of the record date fordetermining the shareholders entitled to notice of the meeting.

B. Unless the articles of incorporation or this chapter requires otherwise,notice of an annual meeting need not state the purpose or purposes for whichthe meeting is called.

C. Notice of a special meeting shall state the purpose or purposes for whichthe meeting is called.

D. If not otherwise fixed under § 13.1-656 or 13.1-660, the record date fordetermining shareholders entitled to notice of and to vote at an annual orspecial meeting is the day before the effective date of the notice toshareholders.

E. Unless the bylaws require otherwise, if an annual or special meeting isadjourned to a different date, time, or place notice need not be given if thenew date, time, or place is announced at the meeting before adjournment. If anew record date for the adjourned meeting is or shall be fixed under §13.1-660, however, notice of the adjourned meeting shall be given under thissection to shareholders entitled to vote at such adjourned meeting as of therecord date fixed for notice of such adjourned meeting.

F. Notwithstanding the foregoing, no notice of a shareholder's meeting needbe given to a shareholder if (i) an annual report and proxy statements fortwo consecutive annual meetings of shareholders or (ii) all, and at leasttwo, checks in payment of dividends or interest on securities during a12-month period, have been sent by first-class United States mail, addressedto the shareholder at the shareholder's address as it appears on the sharetransfer books of the corporation, and returned undeliverable. The obligationof the corporation to give notice of shareholders' meetings to any suchshareholder shall be reinstated once the corporation has received a newaddress for such shareholder for entry on its share transfer books.

(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.)