13.1-669.1 - Judicial review of elections and other matters. - Virginia Statutes

§ 13.1-669.1. Judicial review of elections and other matters.

A. Any shareholder, director, or nominee for director aggrieved by anelection of directors, after reasonable notice to the corporation and eachdirector whose election is contested, may apply for relief to the circuitcourt in the county or city in which the principal office of the corporationis located, or, if none in the Commonwealth, in the county or city in whichits registered office is located. The court shall proceed forthwith on anexpedited basis to hear and decide the issues and thereupon to determine thepersons elected or order a new election or grant such other relief as may beequitable. Pending decision the court may require the production of anyinformation and by order may restrain any person from exercising the powersof a director if such relief is equitable. In any such application, serviceof copies of the application upon the registered agent of the corporationshall be deemed to be service upon the corporation and upon each directorwhose election is contested and upon each person, if any, nominated forelection as a director, and the registered agent shall forward immediately acopy of the application to the corporation and to each director whoseelection is contested and to each person, if any, nominated for election as adirector, in a postpaid, registered letter addressed to such corporation andeach such person at their post office addresses last known to the registeredagent or furnished to the registered agent by the applicant. The court maymake such order respecting further or other notice of such application as itdeems proper under the circumstances.

B. Any shareholder after prior notice to the corporation, or the corporationitself, may apply for relief to the circuit court in the county or city inwhich the principal office of the corporation is located, or, if none in theCommonwealth, in the county or city in which its registered office islocated, to hear and determine the result of any vote of shareholders uponmatters other than the election of directors. The court shall proceedforthwith on an expedited basis to hear and decide the issues and thereuponto determine the validity of any vote of shareholders or order a new vote tobe held or grant such other relief as may be equitable. Service of copies ofthe application upon the registered agent of the corporation shall be deemedto be service upon the corporation, and no other party need be joined inorder for the court to adjudicate the results of the vote. The court may makesuch order respecting notice of such application as it deems proper under thecircumstances.

C. In any proceeding pursuant to this section in which it is alleged that aproxy or ballot was submitted by the beneficial owner or other authorizedperson contrary to applicable instructions given prior to the closing of thepolls, in addition to the information that may be considered by inspectors ofelection pursuant to subsection D of § 13.1-664.1, the court may considerother reliable information for the purpose of determining whether the proxyor ballot should be considered.

(2010, c. 782.)