{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-665.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-665.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-665.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-665.html"}],"law_id":83777,"edition_id":1,"section_id":83777,"structure_id":12984,"section_number":"13.1-665","catch_line":"Corporation’s acceptance of votes","history":"Code 1950, \u00a7\u00a7 13-193 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 2005, c. 765; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nIf the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.B\n\nIf the name signed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the name of the shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:1\n\nThe shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;2\n\nThe name signed purports to be that of an administrator, executor, guardian, conservator, committee, or curator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;3\n\nThe name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;4\n\nThe name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; or5\n\nThree or fewer persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.C\n\nNotwithstanding the provisions of subdivisions B 2 and B 5, in any case in which the will, trust agreement, or other instrument under which a fiduciary purports to act contains directions for the voting of shares in any corporation, or for the execution and delivery of proxies for the voting thereof, such directions shall be binding upon the fiduciary and upon the corporation if a copy thereof has been furnished to the corporation.D\n\nThe corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the person authorized to accept or reject such instrument or count votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.E\n\nNeither the corporation nor the person authorized to count votes, including an inspector of election under § 13.1-664.1, that accepts or rejects a vote, ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or subsection B of § 13.1-663 is liable in damages to the shareholder for the consequences of the acceptance or rejection.F\n\nCorporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.G\n\nIf an inspector of election has been appointed under § 13.1-664.1, the inspector of election also has the authority to request information and make determinations under subsections A, B, C, and D.H\n\nIf authorized by the board of directors, any shareholder vote to be taken at a shareholders’ meeting may be voted upon by a ballot submitted by electronic transmission by the shareholder or the shareholder’s proxy, provided that any such electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder or the shareholder’s proxy. A share that is voted by a ballot submitted by electronic transmission as permitted by this subsection is deemed present at the shareholders’ meeting.","order_by":null,"text":{"0":{"id":300307,"text":"If the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":300308,"text":"If the name signed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the name of the shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":300309,"text":"The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":300310,"text":"The name signed purports to be that of an administrator, executor, guardian, conservator, committee, or curator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":300311,"text":"The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":300312,"text":"The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; or","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":300313,"text":"Three or fewer persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":300314,"text":"Notwithstanding the provisions of subdivisions B 2 and B 5, in any case in which the will, trust agreement, or other instrument under which a fiduciary purports to act contains directions for the voting of shares in any corporation, or for the execution and delivery of proxies for the voting thereof, such directions shall be binding upon the fiduciary and upon the corporation if a copy thereof has been furnished to the corporation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"D"},"8":{"id":300315,"text":"The corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the person authorized to accept or reject such instrument or count votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"9":{"id":300316,"text":"Neither the corporation nor the person authorized to count votes, including an inspector of election under § 13.1-664.1, that accepts or rejects a vote, ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or subsection B of § 13.1-663 is liable in damages to the shareholder for the consequences of the acceptance or rejection.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"10":{"id":300317,"text":"Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"11":{"id":300318,"text":"If an inspector of election has been appointed under § 13.1-664.1, the inspector of election also has the authority to request information and make determinations under subsections A, B, C, and D.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"12":{"id":300319,"text":"If authorized by the board of directors, any shareholder vote to be taken at a shareholders’ meeting may be voted upon by a ballot submitted by electronic transmission by the shareholder or the shareholder’s proxy, provided that any such electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder or the shareholder’s proxy. A share that is voted by a ballot submitted by electronic transmission as permitted by this subsection is deemed present at the shareholders’ meeting.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-665\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 8 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 1956, chapter 428; in 1958, chapter 564; in 1975, chapter 500; in 1984, chapter 366; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":69361,"section_number":"13.1-662","catch_line":"Voting entitlement of shares","order_by":null,"url":"\/13.1-662\/"},{"id":64506,"section_number":"13.1-663","catch_line":"Proxies","order_by":null,"url":"\/13.1-663\/"},{"id":54603,"section_number":"13.1-664.1","catch_line":"Inspectors of election","order_by":null,"url":"\/13.1-664.1\/"}],"refers_to":[{"id":64506,"section_number":"13.1-663","catch_line":"Proxies","order_by":null,"url":"\/13.1-663\/"},{"id":54603,"section_number":"13.1-664.1","catch_line":"Inspectors of election","order_by":null,"url":"\/13.1-664.1\/"}],"permalink":{"id":151099,"object_type":"law","relational_id":83777,"identifier":"13.1-665","token":"13.1\/9\/8\/13.1-665","url":"\/13.1-665\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-665\/","token":"13.1\/9\/8\/13.1-665","dublin_core":{"Title":"Corporation’s acceptance of votes","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-665","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If the name signed on a vote, ballot, consent, waiver<\/span>, or proxy appointment corresponds to the name of a shareholder<\/span>, the corporation<\/span>, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver<\/span>, or proxy appointment and give it effect as the act of the shareholder<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the name signed on a vote, ballot, consent, waiver<\/span>, or proxy appointment does not correspond to the name of the shareholder<\/span>, the corporation<\/span>, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver<\/span>, or proxy appointment and give it effect as the act of the shareholder<\/span> if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The shareholder<\/span> is an entity<\/span> and the name signed purports to be that of an officer or agent of the entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The name signed purports to be that of an administrator, executor, guardian, conservator, committee, or curator representing the shareholder<\/span> and, if the corporation<\/span> requests, evidence<\/span> of fiduciary status acceptable to the corporation<\/span> has been presented with respect to the vote, ballot, consent, waiver<\/span>, or proxy appointment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The name signed purports to be that of a receiver or trustee in bankruptcy<\/span> of the shareholder<\/span> and, if the corporation<\/span> requests, evidence<\/span> of this status acceptable to the corporation<\/span> has been presented with respect to the vote, ballot, consent, waiver<\/span>, or proxy appointment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact<\/span><\/span> of the shareholder<\/span> and, if the corporation<\/span> requests, evidence<\/span> acceptable to the corporation<\/span> of the signatory’s authority to sign<\/span> for the shareholder<\/span> has been presented with respect to the vote, ballot, consent, waiver<\/span>, or proxy appointment; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Three or fewer persons<\/span> are the shareholder<\/span> as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person<\/span> signing appears to be acting on behalf of all the co-owners. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Notwithstanding the provisions of subdivisions B 2 and B 5, in any case in which the will, trust agreement, or other instrument under which a fiduciary purports to act contains directions for the voting of shares<\/span> in any corporation<\/span>, or for the execution and delivery<\/span> of proxies for the voting thereof, such directions shall be binding upon the fiduciary and upon the corporation<\/span> if a copy thereof has been furnished to the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The corporation<\/span> is entitled to reject a vote, ballot, consent, waiver<\/span>, or proxy appointment if the person<\/span> authorized to accept or reject such instrument or count votes, acting in good faith, has reasonable basis for doubt about the validity of the signature<\/span> on it or about the signatory’s authority to sign<\/span> for the shareholder<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Neither the corporation<\/span> nor the person<\/span> authorized to count votes, including an inspector of election under § 13.1-664.1<\/a>, that accepts or rejects a vote, ballot, consent, waiver<\/span>, or proxy appointment in good faith and in accordance with the standards of this section or subsection B of § 13.1-663<\/a> is liable in damages<\/span> to the shareholder<\/span> for the consequences of the acceptance or rejection. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver<\/span>, or proxy appointment under this section is valid unless a court<\/span> of competent jurisdiction<\/span> determines otherwise. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> If an inspector of election has been appointed under § 13.1-664.1<\/a>, the inspector of election also has the authority to request information and make determinations under subsections A, B, C, and D. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> If authorized by the board of directors, any shareholder<\/span> vote to be taken at a shareholders<\/span>’ meeting may be voted upon by a ballot submitted by electronic transmission<\/span> by the shareholder<\/span> or the shareholder<\/span>’s proxy, provided that any such electronic transmission<\/span> shall either set forth or be submitted with information from which it can be determined that the electronic transmission<\/span> was authorized by the shareholder<\/span> or the shareholder<\/span>’s proxy. A share that is voted by a ballot submitted by electronic transmission<\/span> as permitted by this subsection is deemed present at the shareholders<\/span>’ meeting. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCORPORATION’S ACCEPTANCE OF VOTES (\u00a7 13.1-665)\n\nA. If the name signed on a vote, ballot, consent, waiver, or proxy appointment\ncorresponds to the name of a shareholder, the corporation, if acting in good\nfaith, is entitled to accept the vote, ballot, consent, waiver, or proxy\nappointment and give it effect as the act of the shareholder.\n\nB. If the name signed on a vote, ballot, consent, waiver, or proxy appointment\ndoes not correspond to the name of the shareholder, the corporation, if acting\nin good faith, is nevertheless entitled to accept the vote, ballot, consent,\nwaiver, or proxy appointment and give it effect as the act of the shareholder\nif:\n\n 1. The shareholder is an entity and the name signed purports to be that of an\n officer or agent of the entity;\n\n 2. The name signed purports to be that of an administrator, executor,\n guardian, conservator, committee, or curator representing the shareholder and,\n if the corporation requests, evidence of fiduciary status acceptable to the\n corporation has been presented with respect to the vote, ballot, consent,\n waiver, or proxy appointment;\n\n 3. The name signed purports to be that of a receiver or trustee in bankruptcy\n of the shareholder and, if the corporation requests, evidence of this status\n acceptable to the corporation has been presented with respect to the vote,\n ballot, consent, waiver, or proxy appointment;\n\n 4. The name signed purports to be that of a pledgee, beneficial owner, or\n attorney-in-fact of the shareholder and, if the corporation requests, evidence\n acceptable to the corporation of the signatory’s authority to sign for\n the shareholder has been presented with respect to the vote, ballot, consent,\n waiver, or proxy appointment; or\n\n 5. Three or fewer persons are the shareholder as co-tenants or fiduciaries and\n the name signed purports to be the name of at least one of the co-owners and\n the person signing appears to be acting on behalf of all the co-owners.\n\nC. Notwithstanding the provisions of subdivisions B 2 and B 5, in any case in\nwhich the will, trust agreement, or other instrument under which a fiduciary\npurports to act contains directions for the voting of shares in any corporation,\nor for the execution and delivery of proxies for the voting thereof, such\ndirections shall be binding upon the fiduciary and upon the corporation if a\ncopy thereof has been furnished to the corporation.\n\nD. The corporation is entitled to reject a vote, ballot, consent, waiver, or\nproxy appointment if the person authorized to accept or reject such instrument\nor count votes, acting in good faith, has reasonable basis for doubt about the\nvalidity of the signature on it or about the signatory’s authority to sign\nfor the shareholder.\n\nE. Neither the corporation nor the person authorized to count votes, including\nan inspector of election under § 13.1-664.1, that accepts or rejects a\nvote, ballot, consent, waiver, or proxy appointment in good faith and in\naccordance with the standards of this section or subsection B of § 13.1-663\nis liable in damages to the shareholder for the consequences of the acceptance\nor rejection.\n\nF. Corporate action based on the acceptance or rejection of a vote, ballot,\nconsent, waiver, or proxy appointment under this section is valid unless a court\nof competent jurisdiction determines otherwise.\n\nG. If an inspector of election has been appointed under § 13.1-664.1, the\ninspector of election also has the authority to request information and make\ndeterminations under subsections A, B, C, and D.\n\nH. If authorized by the board of directors, any shareholder vote to be taken at\na shareholders’ meeting may be voted upon by a ballot submitted by\nelectronic transmission by the shareholder or the shareholder’s proxy,\nprovided that any such electronic transmission shall either set forth or be\nsubmitted with information from which it can be determined that the electronic\ntransmission was authorized by the shareholder or the shareholder’s proxy.\nA share that is voted by a ballot submitted by electronic transmission as\npermitted by this subsection is deemed present at the shareholders’\nmeeting.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-193 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958,\nc. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 2005, c. 765; 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}}