{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-842.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-842.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-842.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-842.html"}],"law_id":87273,"edition_id":1,"section_id":87273,"structure_id":14299,"section_number":"13.1-842","catch_line":"Notice of meeting","history":"Code 1950, \u00a7 13.1-214; 1956, c. 428; 1958, c. 564; 1960, c. 214; 1985, c. 522; 1986, c. 529; 2002, c. 285; 2007, c. 925; 2010, c. 171; 2015, c. 611; 2018, c. 265.","full_text":"A\n\n1. A corporation shall notify members of the date, time, and place, if any, of each annual and special members’ meeting. Such notice shall be given no less than 10 nor more than 60 days before the meeting date except that notice of a members’ meeting to act on an amendment of the articles of incorporation, a plan of merger, domestication, a proposed sale of assets pursuant to \u00a7 13.1-900, or the dissolution of the corporation shall be given not less than 25 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to members entitled to vote at the meeting.2\n\nIn lieu of delivering notice as specified in subdivision A 1, the corporation may publish such notice at least once a week for two successive calendar weeks in a newspaper published in the city or county in which the registered office is located, or having a general circulation therein, the first publication to be not more than 60 days, and the second not less than seven days before the date of the meeting.B\n\nUnless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not state the purpose or purposes for which the meeting is called.C\n\nNotice of a special meeting shall state the purpose or purposes for which the meeting is called.D\n\nIf not otherwise fixed under § 13.1-840 or 13.1-844, the record date for determining members entitled to notice of and to vote at an annual or special meeting is the day before the effective date of the notice to members.E\n\nUnless the bylaws require otherwise, if an annual or special meeting is adjourned to a different date, time, or place, notice need not be given if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under § 13.1-844, however, not less than 10 days before the meeting date notice of the adjourned meeting shall be given under this section to persons who are members as of the new record date.","order_by":null,"text":{"0":{"id":312521,"text":"1. A corporation shall notify members of the date, time, and place, if any, of each annual and special members’ meeting. Such notice shall be given no less than 10 nor more than 60 days before the meeting date except that notice of a members’ meeting to act on an amendment of the articles of incorporation, a plan of merger, domestication, a proposed sale of assets pursuant to \u00a7 13.1-900, or the dissolution of the corporation shall be given not less than 25 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to members entitled to vote at the meeting.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A2"},"1":{"id":312522,"text":"In lieu of delivering notice as specified in subdivision A 1, the corporation may publish such notice at least once a week for two successive calendar weeks in a newspaper published in the city or county in which the registered office is located, or having a general circulation therein, the first publication to be not more than 60 days, and the second not less than seven days before the date of the meeting.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A","next_prefix":"B"},"2":{"id":312523,"text":"Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not state the purpose or purposes for which the meeting is called.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"3":{"id":312524,"text":"Notice of a special meeting shall state the purpose or purposes for which the meeting is called.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"4":{"id":312525,"text":"If not otherwise fixed under § 13.1-840 or 13.1-844, the record date for determining members entitled to notice of and to vote at an annual or special meeting is the day before the effective date of the notice to members.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"5":{"id":312526,"text":"Unless the bylaws require otherwise, if an annual or special meeting is adjourned to a different date, time, or place, notice need not be given if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under § 13.1-844, however, not less than 10 days before the meeting date notice of the adjourned meeting shall be given under this section to persons who are members as of the new record date.","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 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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-842\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 10 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 1960, chapter 214; in 1985, chapter 522; in 1986, chapter 529; in 2002, chapter 285<\/a>; in 2007, chapter 925<\/a>; in 2010, chapter 171<\/a>; in 2015, chapter 611<\/a>; in 2018, chapter 265<\/a>.<\/p>","references":[{"id":55572,"section_number":"13.1-839","catch_line":"Special meeting","order_by":null,"url":"\/13.1-839\/"},{"id":65080,"section_number":"13.1-886","catch_line":"Amendment of articles of incorporation by directors and members","order_by":null,"url":"\/13.1-886\/"},{"id":85479,"section_number":"13.1-889","catch_line":"Restated articles of incorporation","order_by":null,"url":"\/13.1-889\/"},{"id":79204,"section_number":"13.1-898.3","catch_line":"Action on plan of domestication by a domestic corporation","order_by":null,"url":"\/13.1-898.3\/"},{"id":54289,"section_number":"13.1-900","catch_line":"Sale of assets other than in regular course of business","order_by":null,"url":"\/13.1-900\/"},{"id":58171,"section_number":"13.1-902","catch_line":"Dissolution by directors and members","order_by":null,"url":"\/13.1-902\/"},{"id":72728,"section_number":"13.1-944.4","catch_line":"Action on plan of entity conversion","order_by":null,"url":"\/13.1-944.4\/"},{"id":78474,"section_number":"6.2-1123","catch_line":"Notice of meetings of members; determining members entitled to notice or to vote","order_by":null,"url":"\/6.2-1123\/"},{"id":59522,"section_number":"6.2-1322","catch_line":"Contents of bylaws; amendments to bylaws generally","order_by":null,"url":"\/6.2-1322\/"},{"id":68280,"section_number":"6.2-1344","catch_line":"Voluntary merger","order_by":null,"url":"\/6.2-1344\/"}],"refers_to":[{"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\/"},{"id":54289,"section_number":"13.1-900","catch_line":"Sale of assets other than in regular course of business","order_by":null,"url":"\/13.1-900\/"}],"permalink":{"id":148067,"object_type":"law","relational_id":87273,"identifier":"13.1-842","token":"13.1\/10\/7\/13.1-842","url":"\/13.1-842\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-842\/","token":"13.1\/10\/7\/13.1-842","dublin_core":{"Title":"Notice of meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-842","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> 1. A corporation<\/span> shall notify members<\/span> of the date, time, and place, if any, of each annual and special members<\/span>’ meeting. Such notice shall be given no less than 10 nor more than 60 days before the meeting date except that notice of a members<\/span>’ meeting to act on an amendment of the articles of incorporation<\/span>, a plan of merger, domestication, a proposed sale of assets<\/span> pursuant to \u00a7 13.1-900<\/a>, or the dissolution of the corporation<\/span> shall be given not less than 25 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation<\/span> require otherwise, the corporation<\/span> is required to give notice only to members<\/span> entitled to vote at the meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In lieu of delivering notice as specified in subdivision A 1, the corporation<\/span> may publish such notice at least once a week for two successive calendar weeks in a newspaper published in the city or county in which the registered office is located, or having a general circulation therein, the first publication to be not more than 60 days, and the second not less than seven days before the date of the meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless this chapter or the articles of incorporation<\/span> require otherwise, notice of an annual meeting need not state<\/span> the purpose or purposes for which the meeting is called. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Notice of a special meeting shall state<\/span> the purpose or purposes for which the meeting is called. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/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 notice of and to vote at an annual or special meeting is the day before the effective date of the notice to members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Unless the bylaws require otherwise, if an annual or special meeting is adjourned to a different date, time, or place, notice need not be given if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date<\/span> for the adjourned meeting is or shall be fixed under § 13.1-844<\/a>, however, not less than 10 days before the meeting date notice of the adjourned meeting shall be given under this section to persons<\/span> who are members<\/span> as of the new record date<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nNOTICE OF MEETING (\u00a7 13.1-842)\n\nA. 1. A corporation shall notify members of the date, time, and place, if any,\nof each annual and special members’ meeting. Such notice shall be given no\nless than 10 nor more than 60 days before the meeting date except that notice of\na members’ meeting to act on an amendment of the articles of\nincorporation, a plan of merger, domestication, a proposed sale of assets\npursuant to \u00a7 13.1-900, or the dissolution of the corporation shall be given\nnot less than 25 nor more than 60 days before the meeting date. Unless this\nchapter or the articles of incorporation require otherwise, the corporation is\nrequired to give notice only to members entitled to vote at the meeting.\n\n 2. In lieu of delivering notice as specified in subdivision A 1, the\n corporation may publish such notice at least once a week for two successive\n calendar weeks in a newspaper published in the city or county in which the\n registered office is located, or having a general circulation therein, the\n first publication to be not more than 60 days, and the second not less than\n seven days before the date of the meeting.\n\nB. Unless this chapter or the articles of incorporation require otherwise,\nnotice of an annual meeting need not state the purpose or purposes for which the\nmeeting is called.\n\nC. Notice of a special meeting shall state the purpose or purposes for which the\nmeeting is called.\n\nD. If not otherwise fixed under § 13.1-840 or 13.1-844, the record date for\ndetermining members entitled to notice of and to vote at an annual or special\nmeeting is the day before the effective date of the notice to members.\n\nE. Unless the bylaws require otherwise, if an annual or special meeting is\nadjourned to a different date, time, or place, notice need not be given if the\nnew date, time, or place, if any, is announced at the meeting before\nadjournment. If a new record date for the adjourned meeting is or shall be fixed\nunder § 13.1-844, however, not less than 10 days before the meeting date\nnotice of the adjourned meeting shall be given under this section to persons who\nare members as of the new record date.\n\nHISTORY: Code 1950, \u00a7 13.1-214; 1956, c. 428; 1958, c. 564; 1960, c. 214; 1985,\nc. 522; 1986, c. 529; 2002, c. 285; 2007, c. 925; 2010, c. 171; 2015, c. 611;\n2018, 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}}