{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-666.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-666.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-666.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-666.html"}],"law_id":84488,"edition_id":1,"section_id":84488,"structure_id":12984,"section_number":"13.1-666","catch_line":"Quorum and voting requirements for voting groups","history":"Code 1950, \u00a7 13.1-31; 1956, c. 428; 1985, c. 522; 2007, c. 165; 2019, c. 734.","full_text":"A\n\nShares entitled to vote as a separate voting group may take action at a meeting only if a quorum of those shares exists for the meeting. Unless the articles of incorporation or this chapter provides otherwise, shares representing a majority of the votes entitled to be cast at the meeting by the voting group constitutes a quorum of that voting group for the meeting. Whenever this chapter requires a particular quorum for a specified action, the articles of incorporation may not provide for a lower quorum. Less than a quorum may adjourn a meeting.B\n\nOnce a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.C\n\nIf a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter requires a greater number of affirmative votes. An abstention or an election by a shareholder not to vote on the action because of the failure to receive voting instructions from the beneficial owner of the shares shall not be considered a vote cast.D\n\nAn amendment of the articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection A or C is governed by section § 13.1-668.E\n\nThe election of directors is governed by § 13.1-669.F\n\nWhenever a provision of this chapter provides for voting of classes or series of shares as separate voting groups, the rules provided in subsection C of § 13.1-708 for amendments of the articles of incorporation apply to that provision.","order_by":null,"text":{"0":{"id":302819,"text":"Shares entitled to vote as a separate voting group may take action at a meeting only if a quorum of those shares exists for the meeting. Unless the articles of incorporation or this chapter provides otherwise, shares representing a majority of the votes entitled to be cast at the meeting by the voting group constitutes a quorum of that voting group for the meeting. Whenever this chapter requires a particular quorum for a specified action, the articles of incorporation may not provide for a lower quorum. Less than a quorum may adjourn a meeting.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":302820,"text":"Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":302821,"text":"If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter requires a greater number of affirmative votes. An abstention or an election by a shareholder not to vote on the action because of the failure to receive voting instructions from the beneficial owner of the shares shall not be considered a vote cast.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":302822,"text":"An amendment of the articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection A or C is governed by section § 13.1-668.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":302823,"text":"The election of directors is governed by § 13.1-669.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":302824,"text":"Whenever a provision of this chapter provides for voting of classes or series of shares as separate voting groups, the rules provided in subsection C of § 13.1-708 for amendments of the articles of incorporation apply to that provision.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-666\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 4 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 1985, chapter 522; in 2007, chapter 165<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":79680,"section_number":"13.1-667","catch_line":"Action by single and multiple voting groups","order_by":null,"url":"\/13.1-667\/"}],"refers_to":[{"id":79625,"section_number":"13.1-708","catch_line":"Voting on amendments by voting groups","order_by":null,"url":"\/13.1-708\/"}],"permalink":{"id":151103,"object_type":"law","relational_id":84488,"identifier":"13.1-666","token":"13.1\/9\/8\/13.1-666","url":"\/13.1-666\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-666\/","token":"13.1\/9\/8\/13.1-666","dublin_core":{"Title":"Quorum and voting requirements for voting groups","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-666","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Shares<\/span> entitled to vote as a separate voting group<\/span> may take action at a meeting only if a quorum of those shares<\/span> exists for the meeting. Unless the articles of incorporation<\/span> or this chapter provides otherwise, shares<\/span> representing a majority of the votes entitled to be cast at the meeting by the voting group<\/span> constitutes a quorum of that voting group<\/span> for the meeting. Whenever this chapter requires a particular quorum for a specified action, the articles of incorporation<\/span> may not provide for a lower quorum. Less than a quorum may adjourn a meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date<\/span> is or shall be set for that adjourned meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If a quorum exists, action on a matter, other than the election of directors, by a voting group<\/span> is approved if the votes cast within the voting group<\/span> favoring the action exceed the votes cast opposing the action, unless the articles of incorporation<\/span> or this chapter requires a greater number of affirmative votes. An abstention or an election by a shareholder<\/span> not to vote on the action because of the failure to receive voting instructions from the beneficial owner of the shares<\/span> shall not be considered a vote cast. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> An amendment of the articles of incorporation<\/span> adding, changing, or deleting a quorum or voting requirement for a voting group<\/span> greater than specified in subsection A or C is governed by section § 13.1-668<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The election of directors is governed by § 13.1-669<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Whenever a provision of this chapter provides for voting of classes or series of shares<\/span> as separate voting groups<\/span>, the rules provided in subsection C of § 13.1-708<\/a> for amendments of the articles of incorporation<\/span> apply to that provision. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nQUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS (\u00a7 13.1-666)\n\nA. Shares entitled to vote as a separate voting group may take action at a\nmeeting only if a quorum of those shares exists for the meeting. Unless the\narticles of incorporation or this chapter provides otherwise, shares\nrepresenting a majority of the votes entitled to be cast at the meeting by the\nvoting group constitutes a quorum of that voting group for the meeting. Whenever\nthis chapter requires a particular quorum for a specified action, the articles\nof incorporation may not provide for a lower quorum. Less than a quorum may\nadjourn a meeting.\n\nB. Once a share is represented for any purpose at a meeting, it is deemed\npresent for quorum purposes for the remainder of the meeting and for any\nadjournment of that meeting unless a new record date is or shall be set for that\nadjourned meeting.\n\nC. If a quorum exists, action on a matter, other than the election of directors,\nby a voting group is approved if the votes cast within the voting group favoring\nthe action exceed the votes cast opposing the action, unless the articles of\nincorporation or this chapter requires a greater number of affirmative votes. An\nabstention or an election by a shareholder not to vote on the action because of\nthe failure to receive voting instructions from the beneficial owner of the\nshares shall not be considered a vote cast.\n\nD. An amendment of the articles of incorporation adding, changing, or deleting a\nquorum or voting requirement for a voting group greater than specified in\nsubsection A or C is governed by section § 13.1-668.\n\nE. The election of directors is governed by § 13.1-669.\n\nF. Whenever a provision of this chapter provides for voting of classes or series\nof shares as separate voting groups, the rules provided in subsection C of\n§ 13.1-708 for amendments of the articles of incorporation apply to that\nprovision.\n\nHISTORY: Code 1950, \u00a7 13.1-31; 1956, c. 428; 1985, c. 522; 2007, c. 165; 2019,\nc. 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}}