{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-844.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-844.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-844.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-844.2.html"}],"law_id":57794,"edition_id":1,"section_id":57794,"structure_id":14299,"section_number":"13.1-844.2","catch_line":"Remote participation in annual and special meetings","history":"2010, c. 171; 2018, c. 265.","full_text":"A\n\nMembers may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for members. Participation by means of remote communication shall be subject to such guidelines and procedures the board of directors adopts, and shall be in conformity with subsection B.B\n\nMembers participating in a members&#8217; meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to:1\n\nVerify that each person participating remotely is a member or a member&#8217;s proxy; and2\n\nProvide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.C\n\nUnless the articles of incorporation or bylaws require the meeting of members to be held at a place, the board of directors may determine that any meeting of members shall not be held at any place and shall instead be held solely by means of remote communication in conformity with subsection B.","order_by":null,"text":{"0":{"id":211648,"text":"Members may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for members. Participation by means of remote communication shall be subject to such guidelines and procedures the board of directors adopts, and shall be in conformity with subsection B.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":211649,"text":"Members participating in a members&#8217; meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":211650,"text":"Verify that each person participating remotely is a member or a member&#8217;s proxy; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":211651,"text":"Provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"4":{"id":211652,"text":"Unless the articles of incorporation or bylaws require the meeting of members to be held at a place, the board of directors may determine that any meeting of members shall not be held at any place and shall instead be held solely by means of remote communication in conformity with subsection B.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-844.2\/","history_text":"<p>This law was first created in 2010. The record of its establishment is cataloged in chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?101+ful+CHAP0171\">171<\/a> 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. 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 2018, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?181+ful+CHAP0265\">265<\/a>.<\/p>","references":[{"id":76535,"section_number":"13.1-838","catch_line":"Annual meeting","order_by":null,"url":"\/13.1-838\/"},{"id":55572,"section_number":"13.1-839","catch_line":"Special meeting","order_by":null,"url":"\/13.1-839\/"}],"refers_to":false,"permalink":{"id":148083,"object_type":"law","relational_id":57794,"identifier":"13.1-844.2","token":"13.1\/10\/7\/13.1-844.2","url":"\/13.1-844.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-844.2\/","token":"13.1\/10\/7\/13.1-844.2","dublin_core":{"Title":"Remote participation in annual and special meetings","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-844.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> <span class=\"dictionary\">Members<\/span> may participate in any meeting of <span class=\"dictionary\">members<\/span> by means of remote communication to the extent the <span class=\"dictionary\">board of directors<\/span> authorizes such participation for <span class=\"dictionary\">members<\/span>. Participation by means of remote communication shall be subject to such guidelines and procedures the <span class=\"dictionary\">board of directors<\/span> adopts, and shall be in conformity with subsection B. <a id=\"paragraph-211648\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-844.2\/#A\"><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> <span class=\"dictionary\">Members<\/span> participating in a <span class=\"dictionary\">members<\/span>&#8217; meeting by means of remote communication shall be deemed present and may vote at such a meeting if the <span class=\"dictionary\">corporation<\/span> has implemented reasonable measures to: <a id=\"paragraph-211649\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-844.2\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> Verify that each <span class=\"dictionary\">person<\/span> participating remotely is a <span class=\"dictionary\">member<\/span> or a <span class=\"dictionary\">member<\/span>&#8217;s proxy; and <a id=\"paragraph-211650\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-844.2\/#B1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> Provide such <span class=\"dictionary\">members<\/span> a reasonable opportunity to participate in the meeting and to vote on matters submitted to the <span class=\"dictionary\">members<\/span>, including an opportunity to read or hear the <span class=\"dictionary\">proceedings<\/span> of the meeting, substantially concurrently with such <span class=\"dictionary\">proceedings<\/span>. <a id=\"paragraph-211651\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-844.2\/#B2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> Unless the <span class=\"dictionary\">articles of incorporation<\/span> or bylaws require the meeting of <span class=\"dictionary\">members<\/span> to be held at a place, the <span class=\"dictionary\">board of directors<\/span> may determine that any meeting of <span class=\"dictionary\">members<\/span> shall not be held at any place and shall instead be held solely by means of remote communication in conformity with subsection B. <a id=\"paragraph-211652\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-844.2\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nREMOTE PARTICIPATION IN ANNUAL AND SPECIAL MEETINGS (\u00a7 13.1-844.2)\n\nA. Members may participate in any meeting of members by means of remote\ncommunication to the extent the board of directors authorizes such participation\nfor members. Participation by means of remote communication shall be subject to\nsuch guidelines and procedures the board of directors adopts, and shall be in\nconformity with subsection B.\n\nB. Members participating in a members&#8217; meeting by means of remote\ncommunication shall be deemed present and may vote at such a meeting if the\ncorporation has implemented reasonable measures to:\n\n   1. Verify that each person participating remotely is a member or a\n   member&#8217;s proxy; and\n\n   2. Provide such members a reasonable opportunity to participate in the meeting\n   and to vote on matters submitted to the members, including an opportunity to\n   read or hear the proceedings of the meeting, substantially concurrently with\n   such proceedings.\n\nC. Unless the articles of incorporation or bylaws require the meeting of members\nto be held at a place, the board of directors may determine that any meeting of\nmembers shall not be held at any place and shall instead be held solely by means\nof remote communication in conformity with subsection B.\n\nHISTORY: 2010, c. 171; 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}}