{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-841.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-841.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-841.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-841.html"}],"law_id":58327,"edition_id":1,"section_id":58327,"structure_id":14299,"section_number":"13.1-841","catch_line":"Corporate action without meeting","history":"Code 1950, \u00a7 13.1-216; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2015, c. 611.","full_text":"A\n\n1. Corporate action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting and without prior notice if the corporate action is taken by all members entitled to vote on the corporate action, in which case no corporate action by the board of directors shall be required.2\n\nNotwithstanding subdivision 1 of this subsection, if so provided in the articles of incorporation of a corporation, corporate action required or permitted by this chapter to be taken at a meeting of members may be taken without a meeting and without prior notice, if the corporate action is taken by members who would be entitled to vote at a meeting of members having voting power to cast not fewer than the minimum number (or numbers, in the case of voting by voting groups) of votes that would be necessary to authorize or take the corporate action at a meeting at which all members entitled to vote thereon were present and voted.3\n\nThe corporate action shall be evidenced by one or more written consents bearing the date of execution and describing the corporate action taken, signed by the members entitled to take such corporate action without a meeting and delivered to the secretary of the corporation for inclusion in the minutes or filing with the corporate records. Any corporate action taken by written consent shall be effective according to its terms when the requisite consents are in possession of the corporation. Corporate action taken under this section is effective as of the date specified therein, provided the consent states the date of execution by each member.B\n\nIf not otherwise determined under § 13.1-840 or 13.1-844, the record date for determining members entitled to take corporate action without a meeting is the date the first member signs the consent under subsection A. No written consent shall be effective to take the corporate action referred to therein unless, within 120 days after the earliest date of execution appearing on a consent delivered to the corporation in the manner required by this section, written consents sufficient in number to take corporate action are received by the corporation. A written consent may be revoked by a writing to that effect received by the corporation prior to receipt by the corporation of unrevoked written consents sufficient in number to take corporate action.C\n\nFor purposes of this section, written consent may be accomplished by one or more electronic transmissions, as defined in § 13.1-803. A consent signed under this section has the effect of a vote of voting members at a meeting and may be described as such in any document filed with the Commission under this chapter.D\n\nIf corporate action is to be taken under this section by fewer than all of the members entitled to vote on the action, the corporation shall give written notice of the proposed corporate action, not less than five days before the action is taken, to all persons who are members on the record date and who are entitled to vote on the matter. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to members in a notice of meeting at which the corporate action would have been submitted to the members for a vote.E\n\nIf this chapter requires that notice of proposed corporate action be given to nonvoting members and the corporate action is to be taken by consent of the voting members, the corporation shall give its nonvoting members written notice of the proposed action not less than five days before it is taken. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to nonvoting members in a notice of meeting at which the corporate action would have been submitted to the members for a vote.F\n\nAny person, whether or not then a member, may provide that a consent in writing as a member shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this section at the future time so specified for the consent to be effective, provided that (i) the person is a member at such future time and (ii) the person did not revoke the consent prior to such future time.","order_by":null,"text":{"0":{"id":213614,"text":"1. Corporate action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting and without prior notice if the corporate action is taken by all members entitled to vote on the corporate action, in which case no corporate action by the board of directors shall be required.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A2"},"1":{"id":213615,"text":"Notwithstanding subdivision 1 of this subsection, if so provided in the articles of incorporation of a corporation, corporate action required or permitted by this chapter to be taken at a meeting of members may be taken without a meeting and without prior notice, if the corporate action is taken by members who would be entitled to vote at a meeting of members having voting power to cast not fewer than the minimum number (or numbers, in the case of voting by voting groups) of votes that would be necessary to authorize or take the corporate action at a meeting at which all members entitled to vote thereon were present and voted.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A","next_prefix":"A3"},"2":{"id":213616,"text":"The corporate action shall be evidenced by one or more written consents bearing the date of execution and describing the corporate action taken, signed by the members entitled to take such corporate action without a meeting and delivered to the secretary of the corporation for inclusion in the minutes or filing with the corporate records. Any corporate action taken by written consent shall be effective according to its terms when the requisite consents are in possession of the corporation. Corporate action taken under this section is effective as of the date specified therein, provided the consent states the date of execution by each member.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"3":{"id":213617,"text":"If not otherwise determined under § 13.1-840 or 13.1-844, the record date for determining members entitled to take corporate action without a meeting is the date the first member signs the consent under subsection A. No written consent shall be effective to take the corporate action referred to therein unless, within 120 days after the earliest date of execution appearing on a consent delivered to the corporation in the manner required by this section, written consents sufficient in number to take corporate action are received by the corporation. A written consent may be revoked by a writing to that effect received by the corporation prior to receipt by the corporation of unrevoked written consents sufficient in number to take corporate action.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"4":{"id":213618,"text":"For purposes of this section, written consent may be accomplished by one or more electronic transmissions, as defined in § 13.1-803. A consent signed under this section has the effect of a vote of voting members at a meeting and may be described as such in any document filed with the Commission under this chapter.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"5":{"id":213619,"text":"If corporate action is to be taken under this section by fewer than all of the members entitled to vote on the action, the corporation shall give written notice of the proposed corporate action, not less than five days before the action is taken, to all persons who are members on the record date and who are entitled to vote on the matter. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to members in a notice of meeting at which the corporate action would have been submitted to the members for a vote.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"6":{"id":213620,"text":"If this chapter requires that notice of proposed corporate action be given to nonvoting members and the corporate action is to be taken by consent of the voting members, the corporation shall give its nonvoting members written notice of the proposed action not less than five days before it is taken. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to nonvoting members in a notice of meeting at which the corporate action would have been submitted to the members for a vote.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"7":{"id":213621,"text":"Any person, whether or not then a member, may provide that a consent in writing as a member shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this section at the future time so specified for the consent to be effective, provided that (i) the person is a member at such future time and (ii) the person did not revoke the consent prior to such future time.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-841\/","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 925<\/a>; in 2015, chapter 611<\/a>.<\/p>","references":false,"refers_to":[{"id":65210,"section_number":"13.1-803","catch_line":"Definitions","order_by":null,"url":"\/13.1-803\/"},{"id":66203,"section_number":"13.1-840","catch_line":"Court-ordered meeting","order_by":null,"url":"\/13.1-840\/"},{"id":87091,"section_number":"13.1-844","catch_line":"Record date","order_by":null,"url":"\/13.1-844\/"}],"permalink":{"id":148063,"object_type":"law","relational_id":58327,"identifier":"13.1-841","token":"13.1\/10\/7\/13.1-841","url":"\/13.1-841\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-841\/","token":"13.1\/10\/7\/13.1-841","dublin_core":{"Title":"Corporate action without meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-841","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> 1. Corporate action required or permitted by this chapter to be taken at a meeting of the members<\/span> may be taken without a meeting and without prior notice if the corporate action is taken by all members<\/span> entitled to vote on the corporate action, in which case no corporate action by the board of directors<\/span> shall be required. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Notwithstanding subdivision 1 of this subsection, if so provided in the articles of incorporation<\/span> of a corporation<\/span>, corporate action required or permitted by this chapter to be taken at a meeting of members<\/span> may be taken without a meeting and without prior notice, if the corporate action is taken by members<\/span> who would be entitled to vote at a meeting of members<\/span> having voting power<\/span> to cast not fewer than the minimum number (or numbers, in the case of voting by voting groups<\/span>) of votes that would be necessary to authorize or take the corporate action at a meeting at which all members<\/span> entitled to vote thereon were present and voted. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The corporate action shall be evidenced by one or more written<\/span> consents bearing the date of execution and describing the corporate action taken, signed by the members<\/span> entitled to take such corporate action without a meeting and delivered to the secretary of the corporation<\/span> for inclusion in the minutes or filing with the corporate records. Any corporate action taken by written<\/span> consent shall be effective according to its terms when the requisite consents are in possession<\/span> of the corporation<\/span>. Corporate action taken under this section is effective as of the date specified therein, provided the consent states<\/span> the date of execution by each member<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If not otherwise determined under § 13.1-840<\/a> or 13.1-844<\/a>, the record date<\/span> for determining members<\/span> entitled to take corporate action without a meeting is the date the first member<\/span> signs<\/span> the consent under subsection A. No written<\/span> consent shall be effective to take the corporate action referred to therein unless, within 120 days after the earliest date of execution appearing on a consent delivered to the corporation<\/span> in the manner required by this section, written<\/span> consents sufficient in number to take corporate action are received by the corporation<\/span>. A written<\/span> consent may be revoked by a writing<\/span> to that effect received by the corporation<\/span> prior to receipt by the corporation<\/span> of unrevoked written<\/span> consents sufficient in number to take corporate action. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> For purposes of this section, written<\/span> consent may be accomplished by one or more electronic transmissions<\/span>, as defined in § 13.1-803<\/a>. A consent signed under this section has the effect of a vote of voting members<\/span> at a meeting and may be described as such in any document<\/span> filed with the Commission<\/span> under this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If corporate action is to be taken under this section by fewer than all of the members<\/span> entitled to vote on the action, the corporation<\/span> shall give written<\/span> notice of the proposed corporate action, not less than five days before the action is taken, to all persons<\/span> who are members<\/span> on the record date<\/span> and who are entitled to vote on the matter. The notice shall contain or be accompanied by the same material<\/span> that under this chapter would have been required to be sent to members<\/span> in a notice of meeting at which the corporate action would have been submitted to the members<\/span> for a vote. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If this chapter requires that notice of proposed corporate action be given to nonvoting members<\/span> and the corporate action is to be taken by consent of the voting members<\/span>, the corporation<\/span> shall give its nonvoting members<\/span> written<\/span> notice of the proposed action not less than five days before it is taken. The notice shall contain or be accompanied by the same material<\/span> that under this chapter would have been required to be sent to nonvoting members<\/span> in a notice of meeting at which the corporate action would have been submitted to the members<\/span> for a vote. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Any person<\/span>, whether or not then a member<\/span>, may provide that a consent in writing<\/span> as a member<\/span> shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this section at the future time so specified for the consent to be effective, provided that (i) the person<\/span> is a member<\/span> at such future time and (ii) the person<\/span> did not revoke the consent prior to such future time. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCORPORATE ACTION WITHOUT MEETING (\u00a7 13.1-841)\n\nA. 1. Corporate action required or permitted by this chapter to be taken at a\nmeeting of the members may be taken without a meeting and without prior notice\nif the corporate action is taken by all members entitled to vote on the\ncorporate action, in which case no corporate action by the board of directors\nshall be required.\n\n 2. Notwithstanding subdivision 1 of this subsection, if so provided in the\n articles of incorporation of a corporation, corporate action required or\n permitted by this chapter to be taken at a meeting of members may be taken\n without a meeting and without prior notice, if the corporate action is taken\n by members who would be entitled to vote at a meeting of members having voting\n power to cast not fewer than the minimum number (or numbers, in the case of\n voting by voting groups) of votes that would be necessary to authorize or take\n the corporate action at a meeting at which all members entitled to vote\n thereon were present and voted.\n\n 3. The corporate action shall be evidenced by one or more written consents\n bearing the date of execution and describing the corporate action taken,\n signed by the members entitled to take such corporate action without a meeting\n and delivered to the secretary of the corporation for inclusion in the minutes\n or filing with the corporate records. Any corporate action taken by written\n consent shall be effective according to its terms when the requisite consents\n are in possession of the corporation. Corporate action taken under this\n section is effective as of the date specified therein, provided the consent\n states the date of execution by each member.\n\nB. If not otherwise determined under § 13.1-840 or 13.1-844, the record\ndate for determining members entitled to take corporate action without a meeting\nis the date the first member signs the consent under subsection A. No written\nconsent shall be effective to take the corporate action referred to therein\nunless, within 120 days after the earliest date of execution appearing on a\nconsent delivered to the corporation in the manner required by this section,\nwritten consents sufficient in number to take corporate action are received by\nthe corporation. A written consent may be revoked by a writing to that effect\nreceived by the corporation prior to receipt by the corporation of unrevoked\nwritten consents sufficient in number to take corporate action.\n\nC. For purposes of this section, written consent may be accomplished by one or\nmore electronic transmissions, as defined in § 13.1-803. A consent signed\nunder this section has the effect of a vote of voting members at a meeting and\nmay be described as such in any document filed with the Commission under this\nchapter.\n\nD. If corporate action is to be taken under this section by fewer than all of\nthe members entitled to vote on the action, the corporation shall give written\nnotice of the proposed corporate action, not less than five days before the\naction is taken, to all persons who are members on the record date and who are\nentitled to vote on the matter. The notice shall contain or be accompanied by\nthe same material that under this chapter would have been required to be sent to\nmembers in a notice of meeting at which the corporate action would have been\nsubmitted to the members for a vote.\n\nE. If this chapter requires that notice of proposed corporate action be given to\nnonvoting members and the corporate action is to be taken by consent of the\nvoting members, the corporation shall give its nonvoting members written notice\nof the proposed action not less than five days before it is taken. The notice\nshall contain or be accompanied by the same material that under this chapter\nwould have been required to be sent to nonvoting members in a notice of meeting\nat which the corporate action would have been submitted to the members for a\nvote.\n\nF. Any person, whether or not then a member, may provide that a consent in\nwriting as a member shall be effective at a future time, including the time when\nan event occurs, but such future time shall not be more than 60 days after such\nprovision is made. Any such consent shall be deemed to have been made for\npurposes of this section at the future time so specified for the consent to be\neffective, provided that (i) the person is a member at such future time and (ii)\nthe person did not revoke the consent prior to such future time.\n\nHISTORY: Code 1950, \u00a7 13.1-216; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2015,\nc. 611.","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}}