{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-664.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-664.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-664.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-664.1.html"}],"law_id":54603,"edition_id":1,"section_id":54603,"structure_id":12984,"section_number":"13.1-664.1","catch_line":"Inspectors of election","history":"1991, c. 405; 2002, c. 285; 2005, c. 765; 2010, c. 782; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nA public corporation shall, and any other corporation may, appoint one or more inspectors to act at a shareholders’ meeting in connection with determining voting results. Each inspector shall verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. An inspector may be an officer or employee of the corporation. An inspector may appoint or retain other persons to assist the inspector in the performance of the inspector’s duties under subsection B, and may rely on information provided by such persons and other persons, including those appointed to count votes, unless the inspectors believe reliance is unwarranted.B\n\nThe inspectors shall:1\n\nAscertain the number of shares outstanding and the voting power of each;2\n\nDetermine the shares represented at a meeting;3\n\nDetermine the validity of proxy appointments and ballots;4\n\nCount all votes; and5\n\nMake a written report of the results.C\n\nNo ballots, proxies, or votes, nor any revocations thereof or changes thereto, may be accepted after the closing of the polls unless the circuit court of the city or county where the corporation’s principal office is located or, if none in the Commonwealth, where its registered office is located, upon application by a shareholder, shall determine otherwise.D\n\nIn performing their duties, the inspectors may examine (i) the proxy appointment forms or electronic transmissions and any other information provided in accordance with subsection B of § 13.1-663, (ii) any envelope or related writing submitted with those appointment forms, (iii) any ballots, (iv) any evidence or other information specified in § 13.1-665, and (v) the relevant books and records of the corporation relating to its shareholders and their entitlement to vote, including any securities position list provided by a depository clearing agency.E\n\nThe inspectors also may consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection B, including for the purpose of evaluating inconsistent, incomplete, or erroneous information and reconciling information submitted by or on behalf of banks, brokers, their nominees, or similar persons that indicates more votes being cast than a proxy authorized by the record shareholder is entitled to cast. If the inspectors consider other information allowed by this subsection, they shall in their report under subsection B specify the information considered by them, including the purpose or purposes for which the information was considered, the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors’ belief that such information is relevant and reliable.F\n\nDeterminations of law by the inspectors are subject to de novo review by a court in a proceeding under § 13.1-669.1 or other judicial proceeding.","order_by":null,"text":{"0":{"id":200477,"text":"A public corporation shall, and any other corporation may, appoint one or more inspectors to act at a shareholders’ meeting in connection with determining voting results. Each inspector shall verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. An inspector may be an officer or employee of the corporation. An inspector may appoint or retain other persons to assist the inspector in the performance of the inspector’s duties under subsection B, and may rely on information provided by such persons and other persons, including those appointed to count votes, unless the inspectors believe reliance is unwarranted.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":200478,"text":"The inspectors shall:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":200479,"text":"Ascertain the number of shares outstanding and the voting power of each;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":200480,"text":"Determine the shares represented at a meeting;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":200481,"text":"Determine the validity of proxy appointments and ballots;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":200482,"text":"Count all votes; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":200483,"text":"Make a written report of the results.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":200484,"text":"No ballots, proxies, or votes, nor any revocations thereof or changes thereto, may be accepted after the closing of the polls unless the circuit court of the city or county where the corporation’s principal office is located or, if none in the Commonwealth, where its registered office is located, upon application by a shareholder, shall determine otherwise.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"D"},"8":{"id":200485,"text":"In performing their duties, the inspectors may examine (i) the proxy appointment forms or electronic transmissions and any other information provided in accordance with subsection B of § 13.1-663, (ii) any envelope or related writing submitted with those appointment forms, (iii) any ballots, (iv) any evidence or other information specified in § 13.1-665, and (v) the relevant books and records of the corporation relating to its shareholders and their entitlement to vote, including any securities position list provided by a depository clearing agency.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"9":{"id":200486,"text":"The inspectors also may consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection B, including for the purpose of evaluating inconsistent, incomplete, or erroneous information and reconciling information submitted by or on behalf of banks, brokers, their nominees, or similar persons that indicates more votes being cast than a proxy authorized by the record shareholder is entitled to cast. If the inspectors consider other information allowed by this subsection, they shall in their report under subsection B specify the information considered by them, including the purpose or purposes for which the information was considered, the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors’ belief that such information is relevant and reliable.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"10":{"id":200487,"text":"Determinations of law by the inspectors are subject to de novo review by a court in a proceeding under § 13.1-669.1 or other judicial proceeding.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-664.1\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 405 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 5 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 2002, chapter 285<\/a>; in 2005, chapter 765<\/a>; in 2010, chapter 782<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":83777,"section_number":"13.1-665","catch_line":"Corporation's acceptance of votes","order_by":null,"url":"\/13.1-665\/"}],"refers_to":[{"id":64506,"section_number":"13.1-663","catch_line":"Proxies","order_by":null,"url":"\/13.1-663\/"},{"id":83777,"section_number":"13.1-665","catch_line":"Corporation's acceptance of votes","order_by":null,"url":"\/13.1-665\/"},{"id":63708,"section_number":"13.1-669.1","catch_line":"Judicial determination of corporate offices and review of elections and shareholder votes","order_by":null,"url":"\/13.1-669.1\/"}],"permalink":{"id":151095,"object_type":"law","relational_id":54603,"identifier":"13.1-664.1","token":"13.1\/9\/8\/13.1-664.1","url":"\/13.1-664.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-664.1\/","token":"13.1\/9\/8\/13.1-664.1","dublin_core":{"Title":"Inspectors of election","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-664.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A public corporation<\/span> shall, and any other corporation may, appoint one or more inspectors to act at a shareholders<\/span>’ meeting in connection with determining voting results. Each inspector shall verify in writing<\/span> that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. An inspector may be an officer or employee of the corporation. An inspector may appoint or retain other persons<\/span> to assist the inspector in the performance of the inspector’s duties under subsection B, and may rely on information provided by such persons<\/span> and other persons<\/span>, including those appointed to count votes, unless the inspectors believe reliance is unwarranted. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The inspectors shall: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Ascertain the number of shares<\/span> outstanding and the voting power<\/span> of each; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Determine the shares<\/span> represented at a meeting; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Determine the validity of proxy appointments and ballots; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Count all votes; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Make a written<\/span> report of the results. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> No ballots, proxies, or votes, nor any revocations<\/span> thereof or changes thereto, may be accepted after the closing of the polls unless the circuit<\/span> court<\/span> of the city or county where the corporation’s principal office<\/span> is located or, if none in the Commonwealth, where its registered office is located, upon application by a shareholder<\/span>, shall determine otherwise. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> In performing their duties, the inspectors may examine (i) the proxy appointment forms or electronic transmissions<\/span> and any other information provided in accordance with subsection B of § 13.1-663<\/a>, (ii) any envelope or related writing<\/span> submitted with those appointment forms, (iii) any ballots, (iv) any evidence<\/span> or other information specified in § 13.1-665<\/a>, and (v) the relevant books and records of the corporation relating to its shareholders<\/span> and their entitlement to vote, including any securities position list provided by a depository clearing agency. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The inspectors also may consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection B, including for the purpose of evaluating inconsistent, incomplete, or erroneous information and reconciling information submitted by or on behalf of banks, brokers, their nominees, or similar persons<\/span> that indicates more votes being cast than a proxy authorized by the record shareholder<\/span> is entitled to cast. If the inspectors consider other information allowed by this subsection, they shall in their report under subsection B specify the information considered by them, including the purpose or purposes for which the information was considered, the person<\/span> or persons<\/span> from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors’ belief that such information is relevant and reliable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Determinations of law<\/span> by the inspectors are subject to de novo<\/span> review by a court<\/span> in a proceeding<\/span> under § 13.1-669.1<\/a> or other judicial proceeding<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINSPECTORS OF ELECTION (\u00a7 13.1-664.1)\n\nA. A public corporation shall, and any other corporation may, appoint one or\nmore inspectors to act at a shareholders’ meeting in connection with\ndetermining voting results. Each inspector shall verify in writing that the\ninspector will faithfully execute the duties of inspector with strict\nimpartiality and according to the best of the inspector’s ability. An\ninspector may be an officer or employee of the corporation. An inspector may\nappoint or retain other persons to assist the inspector in the performance of\nthe inspector’s duties under subsection B, and may rely on information\nprovided by such persons and other persons, including those appointed to count\nvotes, unless the inspectors believe reliance is unwarranted.\n\nB. The inspectors shall:\n\n 1. Ascertain the number of shares outstanding and the voting power of each;\n\n 2. Determine the shares represented at a meeting;\n\n 3. Determine the validity of proxy appointments and ballots;\n\n 4. Count all votes; and\n\n 5. Make a written report of the results.\n\nC. No ballots, proxies, or votes, nor any revocations thereof or changes\nthereto, may be accepted after the closing of the polls unless the circuit court\nof the city or county where the corporation’s principal office is located\nor, if none in the Commonwealth, where its registered office is located, upon\napplication by a shareholder, shall determine otherwise.\n\nD. In performing their duties, the inspectors may examine (i) the proxy\nappointment forms or electronic transmissions and any other information provided\nin accordance with subsection B of § 13.1-663, (ii) any envelope or related\nwriting submitted with those appointment forms, (iii) any ballots, (iv) any\nevidence or other information specified in § 13.1-665, and (v) the relevant\nbooks and records of the corporation relating to its shareholders and their\nentitlement to vote, including any securities position list provided by a\ndepository clearing agency.\n\nE. The inspectors also may consider other information that they believe is\nrelevant and reliable for the purpose of performing any of the duties assigned\nto them pursuant to subsection B, including for the purpose of evaluating\ninconsistent, incomplete, or erroneous information and reconciling information\nsubmitted by or on behalf of banks, brokers, their nominees, or similar persons\nthat indicates more votes being cast than a proxy authorized by the record\nshareholder is entitled to cast. If the inspectors consider other information\nallowed by this subsection, they shall in their report under subsection B\nspecify the information considered by them, including the purpose or purposes\nfor which the information was considered, the person or persons from whom they\nobtained the information, when the information was obtained, the means by which\nthe information was obtained, and the basis for the inspectors’ belief\nthat such information is relevant and reliable.\n\nF. Determinations of law by the inspectors are subject to de novo review by a\ncourt in a proceeding under § 13.1-669.1 or other judicial proceeding.\n\nHISTORY: 1991, c. 405; 2002, c. 285; 2005, c. 765; 2010, c. 782; 2015, c. 611;\n2019, 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}}