13.1-660 - Record date. - Virginia Statutes

§ 13.1-660. Record date.

A. The bylaws may fix or provide the manner of fixing in advance the recorddate or dates for one or more voting groups in order to make a determinationof shareholders for any purpose. If the bylaws do not fix or provide forfixing a record date, the board of directors of the corporation may fix asthe record date the date on which it takes such action or a future date.

B. A record date fixed under this section may not be more than 70 days beforethe meeting or action requiring a determination of shareholders.

C. A determination of shareholders entitled to notice of or to vote at ashareholders' meeting is effective for any adjournment of the meeting unlessthe board of directors fixes a new record date or dates, which it shall do ifthe meeting is adjourned to a date more than 120 days after the date fixedfor the original meeting.

D. If a court orders a meeting adjourned to a date more than 120 days afterthe date fixed for the original meeting, it may provide that the originalrecord date or dates continue in effect or it may fix a new record date ordates.

E. The record date for a shareholders' meeting fixed by or in the mannerprovided in the bylaws or by the board of directors shall be the record datefor determining shareholders entitled to both notice of and to vote at theshareholders' meeting, unless in the case of a record date fixed by the boardof directors and to the extent not prohibited by the bylaws, the board, atthe time it fixes the record date for shareholders entitled to notice of themeeting, fixes a later record date on or before the date of the meeting todetermine 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.)