{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-840.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-840.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-840.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-840.html"}],"law_id":66203,"edition_id":1,"section_id":66203,"structure_id":14299,"section_number":"13.1-840","catch_line":"Court-ordered meeting","history":"1985, c. 522; 2007, c. 925.","full_text":"A\n\nThe circuit court of the city or county where a corporation&#8217;s principal office is located, or, if none in the Commonwealth, where its registered office is located, may, after notice to the corporation, order a meeting of members to be held:1\n\nOn petition of any member of the corporation entitled to participate in an annual meeting if an annual meeting was not held within 15 months after its last annual meeting or, if there has been no annual meeting, the date of its incorporation; or2\n\nOn petition of a member who signed a demand for a special meeting that satisfies the requirements of &#xA7; 13.1-839 if:\n\t\t\t\ta. Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation&#8217;s secretary; or\n\t\t\t\tb. The special meeting was not held in accordance with the notice.B\n\nThe court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, and enter other orders necessary to accomplish the purpose or purposes of the meeting.","order_by":null,"text":{"0":{"id":240467,"text":"The circuit court of the city or county where a corporation&#8217;s principal office is located, or, if none in the Commonwealth, where its registered office is located, may, after notice to the corporation, order a meeting of members to be held:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":240468,"text":"On petition of any member of the corporation entitled to participate in an annual meeting if an annual meeting was not held within 15 months after its last annual meeting or, if there has been no annual meeting, the date of its incorporation; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":240469,"text":"On petition of a member who signed a demand for a special meeting that satisfies the requirements of &#xA7; 13.1-839 if:\n\t\t\t\ta. Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation&#8217;s secretary; or\n\t\t\t\tb. The special meeting was not held in accordance with the notice.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":240470,"text":"The court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, and enter other orders necessary to accomplish the purpose or purposes of the meeting.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2"}},"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 votes","url":"\/13.1-848\/","token":"13.1\/10\/7\/13.1-848","metadata":false},{"id":65933,"structure_id":14299,"section_number":"13.1-849","catch_line":"Quorum and voting requirements for voting groups","url":"\/13.1-849\/","token":"13.1\/10\/7\/13.1-849","metadata":false},{"id":60292,"structure_id":14299,"section_number":"13.1-850","catch_line":"Action by single and multiple voting groups","url":"\/13.1-850\/","token":"13.1\/10\/7\/13.1-850","metadata":false},{"id":59425,"structure_id":14299,"section_number":"13.1-851","catch_line":"Change in quorum or voting requirements","url":"\/13.1-851\/","token":"13.1\/10\/7\/13.1-851","metadata":false},{"id":63089,"structure_id":14299,"section_number":"13.1-852","catch_line":"Voting for directors; cumulative voting","url":"\/13.1-852\/","token":"13.1\/10\/7\/13.1-852","metadata":false}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-840\/","history_text":"<p>This law was first created in 1985. The record of its establishment is cataloged in chapter 522 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 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. 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. That modification is as follows: in 2007, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?071+ful+CHAP0925\">925<\/a>.<\/p>","references":[{"id":55572,"section_number":"13.1-839","catch_line":"Special meeting","order_by":null,"url":"\/13.1-839\/"},{"id":58327,"section_number":"13.1-841","catch_line":"Corporate action without meeting","order_by":null,"url":"\/13.1-841\/"},{"id":87273,"section_number":"13.1-842","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-842\/"}],"refers_to":[{"id":55572,"section_number":"13.1-839","catch_line":"Special meeting","order_by":null,"url":"\/13.1-839\/"}],"permalink":{"id":148059,"object_type":"law","relational_id":66203,"identifier":"13.1-840","token":"13.1\/10\/7\/13.1-840","url":"\/13.1-840\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-840\/","token":"13.1\/10\/7\/13.1-840","dublin_core":{"Title":"Court-ordered meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-840","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> The <span class=\"dictionary\">circuit<\/span> <span class=\"dictionary\">court<\/span> of the city or county where a <span class=\"dictionary\">corporation<\/span>&#8217;s <span class=\"dictionary\">principal office<\/span> is located, or, if none in the Commonwealth, where its registered office is located, may, after notice to the <span class=\"dictionary\">corporation<\/span>, <span class=\"dictionary\">order<\/span> a meeting of <span class=\"dictionary\">members<\/span> to be held: <a id=\"paragraph-240467\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-840\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> On <span class=\"dictionary\">petition<\/span> of any <span class=\"dictionary\">member<\/span> of the <span class=\"dictionary\">corporation<\/span> entitled to participate in an annual meeting if an annual meeting was not held within 15 months after its last annual meeting or, if there has been no annual meeting, the date of its incorporation; or <a id=\"paragraph-240468\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-840\/#A1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> On <span class=\"dictionary\">petition<\/span> of a <span class=\"dictionary\">member<\/span> who signed a demand for a special meeting that satisfies the requirements of &#xA7; <a class=\"law\" title=\"Special meeting\" href=\"\/13.1-839\/\">13.1-839<\/a> if:\n\t\t\t\ta. Notice of the special meeting was not given within 30 days after the date the demand was delivered to the <span class=\"dictionary\">corporation<\/span>&#8217;s secretary; or\n\t\t\t\tb. The special meeting was not held in accordance with the notice. <a id=\"paragraph-240469\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-840\/#A2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> The <span class=\"dictionary\">court<\/span> may fix the time and place of the meeting, determine the <span class=\"dictionary\">members<\/span> entitled to participate in the meeting, specify a <span class=\"dictionary\">record date<\/span> for determining <span class=\"dictionary\">members<\/span> entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, and enter other <span class=\"dictionary\">orders<\/span> necessary to accomplish the purpose or purposes of the meeting. <a id=\"paragraph-240470\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-840\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nCOURT-ORDERED MEETING (\u00a7 13.1-840)\n\nA. The circuit court of the city or county where a corporation&#8217;s principal\noffice is located, or, if none in the Commonwealth, where its registered office\nis located, may, after notice to the corporation, order a meeting of members to\nbe held:\n\n   1. On petition of any member of the corporation entitled to participate in an\n   annual meeting if an annual meeting was not held within 15 months after its\n   last annual meeting or, if there has been no annual meeting, the date of its\n   incorporation; or\n\n   2. On petition of a member who signed a demand for a special meeting that\n   satisfies the requirements of &#xA7; 13.1-839 if:\n   \t\t\t\ta. Notice of the special meeting was not given within 30 days after the\n   date the demand was delivered to the corporation&#8217;s secretary; or\n   \t\t\t\tb. The special meeting was not held in accordance with the notice.\n\nB. The court may fix the time and place of the meeting, determine the members\nentitled to participate in the meeting, specify a record date for determining\nmembers entitled to notice of and to vote at the meeting, prescribe the form and\ncontent of the meeting notice, and enter other orders necessary to accomplish\nthe purpose or purposes of the meeting.\n\nHISTORY: 1985, c. 522; 2007, c. 925.","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}}