13.1-666 - Quorum and voting requirements for voting groups. - Virginia Statutes

§ 13.1-666. Quorum and voting requirements for voting groups.

A. Shares entitled to vote as a separate voting group may take action on amatter at a meeting only if a quorum of those shares exists with respect tothat matter. Unless the articles of incorporation or this chapter providesotherwise, a majority of the votes entitled to be cast on the matter by thevoting group constitutes a quorum of that voting group for action on thatmatter.

B. Once a share is represented for any purpose at a meeting, it is deemedpresent for quorum purposes for the remainder of the meeting and for anyadjournment of that meeting unless a new record date is or shall be set forthat adjourned meeting.

C. If a quorum exists, action on a matter, other than the election ofdirectors, by a voting group is approved if the votes cast within the votinggroup favoring the action exceed the votes cast opposing the action, unlessthe articles of incorporation or this chapter requires a greater number ofaffirmative votes. An abstention or an election by a shareholder not to voteon the action because of the failure to receive voting instructions from thebeneficial owner of the shares shall not be considered a vote cast.

D. Less than a quorum may adjourn a meeting.

E. The election of directors is governed by § 13.1-669.

(Code 1950, § 13.1-31; 1956, c. 428; 1985, c. 522; 2007, c. 165.)