13.1-661 - Shareholders' list for meeting. - Virginia Statutes

§ 13.1-661. Shareholders' list for meeting.

A. After fixing a record date for a meeting, a corporation shall prepare analphabetical list of the names of all its shareholders who are entitled tonotice of a shareholders' meeting. If the board of directors fixes adifferent record date under subsection E of § 13.1-660 to determine theshareholders entitled to vote at the meeting, a corporation shall alsoprepare an alphabetical list of the names of all its shareholders who areentitled to vote at the meeting. A list shall be arranged by voting group,and within each group by class or series of shares, and show the address ofand number of shares held by each shareholder.

B. The shareholders' list for notice shall be available for inspection by anyshareholder, beginning two business days after notice of the meeting is givenfor which the list was prepared and continuing through the meeting, at thecorporation's principal office or at a place identified in the meeting noticein the county or city where the meeting will be held. A shareholders' listfor voting shall be similarly available for inspection promptly after therecord date for voting. A shareholder, or the shareholder's agent orattorney, is entitled on written demand to inspect and, subject to therequirements set forth in subsection D of § 13.1-771, to copy a list, duringthe regular business hours and at the shareholder's expense, during theperiod it is available for inspection.

C. The corporation shall make the list of shareholders entitled to voteavailable at the meeting, and any shareholder, or the shareholder's agent orattorney, is entitled to inspect the list at any time during the meeting orany adjournment.

D. If the corporation refuses to allow a shareholder, the shareholder'sagent, or the shareholder's attorney to inspect a shareholders' list beforeor at the meeting, or to copy a list as permitted by subsection B, thecircuit court of the county or city where the corporation's principal office,or if none in the Commonwealth its registered office, is located, onapplication of the shareholder, may summarily order the inspection or copyingat the corporation's expense and may postpone the meeting for which the listwas prepared until the inspection or copying is complete.

E. Refusal or failure to prepare or make available a shareholders' list doesnot affect the validity of action taken at the meeting.

(Code 1950, § 13.1-30; 1956, c. 428; 1964, c. 418; 1975, c. 500; 1985, c.522; 2010, c. 782.)