{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-839.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-839.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-839.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-839.html"}],"law_id":55572,"edition_id":1,"section_id":55572,"structure_id":14299,"section_number":"13.1-839","catch_line":"Special meeting","history":"Code 1950, \u00a7 13.1-213; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925; 2012, c. 706; 2018, c. 265.","full_text":"A\n\nA corporation shall hold a special meeting of members:1\n\nOn call of the chairman of the board of directors, the president, the board of directors, or the person or persons authorized to do so by the articles of incorporation or bylaws; or2\n\nIn the absence of a provision in the articles of incorporation or bylaws stating who may call a special meeting of members, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting.B\n\nUnless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing, including an electronic transmission, to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.C\n\nIf not otherwise fixed under § 13.1-840 or 13.1-844, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.D\n\nExcept as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-844.2, members’ meetings may be held at such place in or out of the Commonwealth as may be provided in the bylaws or, where not inconsistent with the bylaws, in the notice of the meeting.E\n\nOnly business within the purpose or purposes described in the meeting notice required by subsection C of § 13.1-842 may be conducted at a special members’ meeting.","order_by":null,"text":{"0":{"id":203664,"text":"A corporation shall hold a special meeting of members:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":203665,"text":"On call of the chairman of the board of directors, the president, the board of directors, or the person or persons authorized to do so by the articles of incorporation or bylaws; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":203666,"text":"In the absence of a provision in the articles of incorporation or bylaws stating who may call a special meeting of members, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":203667,"text":"Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing, including an electronic transmission, to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":203668,"text":"If not otherwise fixed under § 13.1-840 or 13.1-844, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"5":{"id":203669,"text":"Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-844.2, members’ meetings may be held at such place in or out of the Commonwealth as may be provided in the bylaws or, where not inconsistent with the bylaws, in the notice of the meeting.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"6":{"id":203670,"text":"Only business within the purpose or purposes described in the meeting notice required by subsection C of § 13.1-842 may be conducted at a special members’ meeting.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":14299,"edition_id":1,"name":"Members and Meetings","identifier":"7","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:47:39","date_modified":"2026-06-26 03:47:39","permalink":{"id":148045,"object_type":"structure","relational_id":14299,"identifier":"7","token":"13.1\/10\/7","url":"\/13.1\/10\/7\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":83854,"structure_id":14299,"section_number":"13.1-837","catch_line":"Members","url":"\/13.1-837\/","token":"13.1\/10\/7\/13.1-837","metadata":false},{"id":76535,"structure_id":14299,"section_number":"13.1-838","catch_line":"Annual meeting","url":"\/13.1-838\/","token":"13.1\/10\/7\/13.1-838","metadata":false},{"id":55572,"structure_id":14299,"section_number":"13.1-839","catch_line":"Special meeting","url":"\/13.1-839\/","token":"13.1\/10\/7\/13.1-839","metadata":false},{"id":66203,"structure_id":14299,"section_number":"13.1-840","catch_line":"Court-ordered meeting","url":"\/13.1-840\/","token":"13.1\/10\/7\/13.1-840","metadata":false},{"id":58327,"structure_id":14299,"section_number":"13.1-841","catch_line":"Corporate action without meeting","url":"\/13.1-841\/","token":"13.1\/10\/7\/13.1-841","metadata":false},{"id":87273,"structure_id":14299,"section_number":"13.1-842","catch_line":"Notice of meeting","url":"\/13.1-842\/","token":"13.1\/10\/7\/13.1-842","metadata":false},{"id":57018,"structure_id":14299,"section_number":"13.1-843","catch_line":"Waiver of notice","url":"\/13.1-843\/","token":"13.1\/10\/7\/13.1-843","metadata":false},{"id":87091,"structure_id":14299,"section_number":"13.1-844","catch_line":"Record date","url":"\/13.1-844\/","token":"13.1\/10\/7\/13.1-844","metadata":false},{"id":78191,"structure_id":14299,"section_number":"13.1-844.1","catch_line":"Conduct of the meeting","url":"\/13.1-844.1\/","token":"13.1\/10\/7\/13.1-844.1","metadata":false},{"id":57794,"structure_id":14299,"section_number":"13.1-844.2","catch_line":"Remote participation in annual and special meetings","url":"\/13.1-844.2\/","token":"13.1\/10\/7\/13.1-844.2","metadata":false},{"id":80170,"structure_id":14299,"section_number":"13.1-845","catch_line":"Members' list for meeting","url":"\/13.1-845\/","token":"13.1\/10\/7\/13.1-845","metadata":false},{"id":83768,"structure_id":14299,"section_number":"13.1-846","catch_line":"Voting entitlement of members","url":"\/13.1-846\/","token":"13.1\/10\/7\/13.1-846","metadata":false},{"id":60150,"structure_id":14299,"section_number":"13.1-847","catch_line":"Proxies","url":"\/13.1-847\/","token":"13.1\/10\/7\/13.1-847","metadata":false},{"id":83148,"structure_id":14299,"section_number":"13.1-847.1","catch_line":"Voting procedures and inspectors of elections","url":"\/13.1-847.1\/","token":"13.1\/10\/7\/13.1-847.1","metadata":false},{"id":84731,"structure_id":14299,"section_number":"13.1-848","catch_line":"Corporation's acceptance of 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meeting","url":"\/13.1-838\/","token":"13.1\/10\/7\/13.1-838","metadata":false},"next_section":{"id":66203,"structure_id":14299,"section_number":"13.1-840","catch_line":"Court-ordered meeting","url":"\/13.1-840\/","token":"13.1\/10\/7\/13.1-840","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-839\/","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 1956, chapter 428; in 1975, chapter 500; in 1985, chapter 522; in 2007, chapter 925<\/a>; in 2012, chapter 706<\/a>; in 2018, chapter 265<\/a>.<\/p>","references":[{"id":66203,"section_number":"13.1-840","catch_line":"Court-ordered meeting","order_by":null,"url":"\/13.1-840\/"}],"refers_to":[{"id":66203,"section_number":"13.1-840","catch_line":"Court-ordered meeting","order_by":null,"url":"\/13.1-840\/"},{"id":87273,"section_number":"13.1-842","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-842\/"},{"id":87091,"section_number":"13.1-844","catch_line":"Record date","order_by":null,"url":"\/13.1-844\/"},{"id":57794,"section_number":"13.1-844.2","catch_line":"Remote participation in annual and special meetings","order_by":null,"url":"\/13.1-844.2\/"}],"permalink":{"id":148055,"object_type":"law","relational_id":55572,"identifier":"13.1-839","token":"13.1\/10\/7\/13.1-839","url":"\/13.1-839\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-839\/","token":"13.1\/10\/7\/13.1-839","dublin_core":{"Title":"Special meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-839","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> shall hold a special meeting of members<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> On call of the chairman of the board of directors<\/span>, the president, the board of directors<\/span>, or the person<\/span> or persons<\/span> authorized to do so by the articles of incorporation<\/span> or bylaws; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In the absence of a provision in the articles of incorporation<\/span> or bylaws stating who may call a special meeting of members<\/span>, a special meeting of members<\/span> may be called by members<\/span> having one-twentieth of the votes entitled to be cast at such meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless otherwise provided in the articles of incorporation<\/span>, a written<\/span> demand for a special meeting may be revoked by a writing<\/span>, including an electronic transmission<\/span>, to that effect received by the corporation<\/span> prior to the receipt by the corporation<\/span> of demands sufficient in number to require the holding of a special meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If not otherwise fixed under § 13.1-840<\/a> or 13.1-844<\/a>, the record date<\/span> for determining members<\/span> entitled to demand a special meeting is the date the first member<\/span> signs<\/span> the demand. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Except as otherwise determined by the board of directors<\/span> acting pursuant to subsection C of § 13.1-844.2<\/a>, members<\/span>’ meetings may be held at such place in or out of the Commonwealth as may be provided in the bylaws or, where not inconsistent with the bylaws, in the notice of the meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Only business within the purpose or purposes described in the meeting notice required by subsection C of § 13.1-842<\/a> may be conducted at a special members<\/span>’ meeting. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSPECIAL MEETING (\u00a7 13.1-839)\n\nA. A corporation shall hold a special meeting of members:\n\n 1. On call of the chairman of the board of directors, the president, the board\n of directors, or the person or persons authorized to do so by the articles of\n incorporation or bylaws; or\n\n 2. In the absence of a provision in the articles of incorporation or bylaws\n stating who may call a special meeting of members, a special meeting of\n members may be called by members having one-twentieth of the votes entitled to\n be cast at such meeting.\n\nB. Unless otherwise provided in the articles of incorporation, a written demand\nfor a special meeting may be revoked by a writing, including an electronic\ntransmission, to that effect received by the corporation prior to the receipt by\nthe corporation of demands sufficient in number to require the holding of a\nspecial meeting.\n\nC. If not otherwise fixed under § 13.1-840 or 13.1-844, the record date for\ndetermining members entitled to demand a special meeting is the date the first\nmember signs the demand.\n\nD. Except as otherwise determined by the board of directors acting pursuant to\nsubsection C of § 13.1-844.2, members’ meetings may be held at such\nplace in or out of the Commonwealth as may be provided in the bylaws or, where\nnot inconsistent with the bylaws, in the notice of the meeting.\n\nE. Only business within the purpose or purposes described in the meeting notice\nrequired by subsection C of § 13.1-842 may be conducted at a special\nmembers’ meeting.\n\nHISTORY: Code 1950, \u00a7 13.1-213; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007,\nc. 925; 2012, c. 706; 2018, c. 265.","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}}