{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-660.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-660.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-660.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-660.html"}],"law_id":60334,"edition_id":1,"section_id":60334,"structure_id":12984,"section_number":"13.1-660","catch_line":"Record date for meeting","history":"Code 1950, \u00a7\u00a7 13-192, 13.1-29; 1952, c. 88; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2010, c. 782; 2019, c. 734.","full_text":"A\n\nThe bylaws may fix or provide the manner of fixing in advance the record date or dates for one or more voting groups to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or take action by written consent, or to take any other action. If the bylaws do not fix or provide the manner of fixing a record date, the board of directors may fix in advance the record date or dates.B\n\nA record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.C\n\nA determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.D\n\nIf a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date or dates continue in effect or it may fix a new record date or dates.E\n\nThe record dates for a shareholders’ meeting fixed by or in the manner provided in the bylaws or by the board of directors shall be the record date for determining shareholders entitled both to notice of and to vote at the shareholders’ meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the bylaws, the board of directors, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.","order_by":null,"text":{"0":{"id":220667,"text":"The bylaws may fix or provide the manner of fixing in advance the record date or dates for one or more voting groups to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or take action by written consent, or to take any other action. If the bylaws do not fix or provide the manner of fixing a record date, the board of directors may fix in advance the record date or dates.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":220668,"text":"A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":220669,"text":"A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":220670,"text":"If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date or dates continue in effect or it may fix a new record date or dates.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":220671,"text":"The record dates for a shareholders’ meeting fixed by or in the manner provided in the bylaws or by the board of directors shall be the record date for determining shareholders entitled both to notice of and to vote at the shareholders’ meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the bylaws, the board of directors, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":12984,"edition_id":1,"name":"Shareholders","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":151041,"object_type":"structure","relational_id":12984,"identifier":"8","token":"13.1\/9\/8","url":"\/13.1\/9\/8\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":81471,"structure_id":12984,"section_number":"13.1-654","catch_line":"Annual meeting","url":"\/13.1-654\/","token":"13.1\/9\/8\/13.1-654","metadata":false},{"id":73174,"structure_id":12984,"section_number":"13.1-655","catch_line":"Special meeting","url":"\/13.1-655\/","token":"13.1\/9\/8\/13.1-655","metadata":false},{"id":55108,"structure_id":12984,"section_number":"13.1-656","catch_line":"Court-ordered meeting","url":"\/13.1-656\/","token":"13.1\/9\/8\/13.1-656","metadata":false},{"id":83958,"structure_id":12984,"section_number":"13.1-657","catch_line":"Action without meeting","url":"\/13.1-657\/","token":"13.1\/9\/8\/13.1-657","metadata":false},{"id":70173,"structure_id":12984,"section_number":"13.1-658","catch_line":"Notice of meeting","url":"\/13.1-658\/","token":"13.1\/9\/8\/13.1-658","metadata":false},{"id":77142,"structure_id":12984,"section_number":"13.1-659","catch_line":"Waiver of notice","url":"\/13.1-659\/","token":"13.1\/9\/8\/13.1-659","metadata":false},{"id":60334,"structure_id":12984,"section_number":"13.1-660","catch_line":"Record date for meeting","url":"\/13.1-660\/","token":"13.1\/9\/8\/13.1-660","metadata":false},{"id":72850,"structure_id":12984,"section_number":"13.1-660.1","catch_line":"Conduct of the meeting","url":"\/13.1-660.1\/","token":"13.1\/9\/8\/13.1-660.1","metadata":false},{"id":66418,"structure_id":12984,"section_number":"13.1-660.2","catch_line":"Remote participation in shareholders' meetings","url":"\/13.1-660.2\/","token":"13.1\/9\/8\/13.1-660.2","metadata":false},{"id":68550,"structure_id":12984,"section_number":"13.1-661","catch_line":"Shareholders' list for meeting","url":"\/13.1-661\/","token":"13.1\/9\/8\/13.1-661","metadata":false},{"id":69361,"structure_id":12984,"section_number":"13.1-662","catch_line":"Voting entitlement of shares","url":"\/13.1-662\/","token":"13.1\/9\/8\/13.1-662","metadata":false},{"id":64506,"structure_id":12984,"section_number":"13.1-663","catch_line":"Proxies","url":"\/13.1-663\/","token":"13.1\/9\/8\/13.1-663","metadata":false},{"id":54067,"structure_id":12984,"section_number":"13.1-664","catch_line":"Shares held by intermediaries and nominees","url":"\/13.1-664\/","token":"13.1\/9\/8\/13.1-664","metadata":false},{"id":54603,"structure_id":12984,"section_number":"13.1-664.1","catch_line":"Inspectors of election","url":"\/13.1-664.1\/","token":"13.1\/9\/8\/13.1-664.1","metadata":false},{"id":83777,"structure_id":12984,"section_number":"13.1-665","catch_line":"Corporation's acceptance of votes","url":"\/13.1-665\/","token":"13.1\/9\/8\/13.1-665","metadata":false},{"id":84488,"structure_id":12984,"section_number":"13.1-666","catch_line":"Quorum and voting requirements for voting groups","url":"\/13.1-666\/","token":"13.1\/9\/8\/13.1-666","metadata":false},{"id":79680,"structure_id":12984,"section_number":"13.1-667","catch_line":"Action by single and multiple voting groups","url":"\/13.1-667\/","token":"13.1\/9\/8\/13.1-667","metadata":false},{"id":77041,"structure_id":12984,"section_number":"13.1-668","catch_line":"Modifying quorum or voting requirements","url":"\/13.1-668\/","token":"13.1\/9\/8\/13.1-668","metadata":false},{"id":78535,"structure_id":12984,"section_number":"13.1-669","catch_line":"Voting for directors; cumulative voting","url":"\/13.1-669\/","token":"13.1\/9\/8\/13.1-669","metadata":false},{"id":63708,"structure_id":12984,"section_number":"13.1-669.1","catch_line":"Judicial determination of corporate offices and review of elections and shareholder votes","url":"\/13.1-669.1\/","token":"13.1\/9\/8\/13.1-669.1","metadata":false},{"id":86769,"structure_id":12984,"section_number":"13.1-670","catch_line":"Voting trusts","url":"\/13.1-670\/","token":"13.1\/9\/8\/13.1-670","metadata":false},{"id":62883,"structure_id":12984,"section_number":"13.1-671","catch_line":"Voting agreements","url":"\/13.1-671\/","token":"13.1\/9\/8\/13.1-671","metadata":false},{"id":86810,"structure_id":12984,"section_number":"13.1-671.1","catch_line":"Shareholder agreements","url":"\/13.1-671.1\/","token":"13.1\/9\/8\/13.1-671.1","metadata":false},{"id":66593,"structure_id":12984,"section_number":"13.1-672","catch_line":"Repealed","url":"\/13.1-672\/","token":"13.1\/9\/8\/13.1-672","metadata":false}],"previous_section":{"id":77142,"structure_id":12984,"section_number":"13.1-659","catch_line":"Waiver of notice","url":"\/13.1-659\/","token":"13.1\/9\/8\/13.1-659","metadata":false},"next_section":{"id":72850,"structure_id":12984,"section_number":"13.1-660.1","catch_line":"Conduct of the meeting","url":"\/13.1-660.1\/","token":"13.1\/9\/8\/13.1-660.1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-660\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1952, chapter 88; in 1956, chapter 428; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2010, chapter 782<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":62706,"section_number":"13.1-628","catch_line":"Emergency powers","order_by":null,"url":"\/13.1-628\/"},{"id":73174,"section_number":"13.1-655","catch_line":"Special meeting","order_by":null,"url":"\/13.1-655\/"},{"id":83958,"section_number":"13.1-657","catch_line":"Action without meeting","order_by":null,"url":"\/13.1-657\/"},{"id":70173,"section_number":"13.1-658","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-658\/"},{"id":68550,"section_number":"13.1-661","catch_line":"Shareholders' list for meeting","order_by":null,"url":"\/13.1-661\/"}],"refers_to":false,"permalink":{"id":151067,"object_type":"law","relational_id":60334,"identifier":"13.1-660","token":"13.1\/9\/8\/13.1-660","url":"\/13.1-660\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-660\/","token":"13.1\/9\/8\/13.1-660","dublin_core":{"Title":"Record date for meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-660","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The bylaws may fix or provide the manner of fixing in advance the record date<\/span> or dates for one or more voting groups<\/span> to determine the shareholders<\/span> entitled to notice of a shareholders<\/span>’ meeting, to demand a special meeting, to vote or take action by written<\/span> consent, or to take any other action. If the bylaws do not fix or provide the manner of fixing a record date<\/span>, the board of directors may fix in advance the record date<\/span> or dates. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A record date<\/span> fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A determination of shareholders<\/span> entitled to notice of or to vote at a shareholders<\/span>’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date<\/span> or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If a court orders<\/span> a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date<\/span> or dates continue in effect or it may fix a new record date<\/span> or dates. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The record dates<\/span> for a shareholders<\/span>’ meeting fixed by or in the manner provided in the bylaws or by the board of directors shall be the record date<\/span> for determining shareholders<\/span> entitled both to notice of and to vote at the shareholders<\/span>’ meeting, unless in the case of a record date<\/span> fixed by the board of directors and to the extent not prohibited by the bylaws, the board of directors, at the time it fixes the record date<\/span> for shareholders<\/span> entitled to notice of the meeting, fixes a later record date<\/span> on or before the date of the meeting to determine the shareholders<\/span> entitled to vote at the meeting. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRECORD DATE FOR MEETING (\u00a7 13.1-660)\n\nA. The bylaws may fix or provide the manner of fixing in advance the record date\nor dates for one or more voting groups to determine the shareholders entitled to\nnotice of a shareholders’ meeting, to demand a special meeting, to vote or\ntake action by written consent, or to take any other action. If the bylaws do\nnot fix or provide the manner of fixing a record date, the board of directors\nmay fix in advance the record date or dates.\n\nB. A record date fixed under this section may not be more than 70 days before\nthe meeting or action requiring a determination of shareholders.\n\nC. A determination of shareholders entitled to notice of or to vote at a\nshareholders’ meeting is effective for any adjournment of the meeting\nunless the board of directors fixes a new record date or dates, which it shall\ndo if the meeting is adjourned to a date more than 120 days after the date fixed\nfor the original meeting.\n\nD. If a court orders a meeting adjourned to a date more than 120 days after the\ndate fixed for the original meeting, it may provide that the original record\ndate or dates continue in effect or it may fix a new record date or dates.\n\nE. The record dates for a shareholders’ meeting fixed by or in the manner\nprovided in the bylaws or by the board of directors shall be the record date for\ndetermining shareholders entitled both to notice of and to vote at the\nshareholders’ meeting, unless in the case of a record date fixed by the\nboard of directors and to the extent not prohibited by the bylaws, the board of\ndirectors, at the time it fixes the record date for shareholders entitled to\nnotice of the meeting, fixes a later record date on or before the date of the\nmeeting to determine the shareholders entitled to vote at the meeting.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-192, 13.1-29; 1952, c. 88; 1956, c. 428; 1985, c.\n522; 2005, c. 765; 2010, c. 782; 2019, c. 734.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}