{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-845.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-845.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-845.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-845.html"}],"law_id":80170,"edition_id":1,"section_id":80170,"structure_id":14299,"section_number":"13.1-845","catch_line":"Members’ list for meeting","history":"1985, c. 522; 2007, c. 925; 2010, c. 171; 2018, c. 265.","full_text":"A\n\nAfter fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a members’ meeting. If the board of directors fixes a different record date to determine the members entitled to vote at the meeting, a corporation shall also prepare an alphabetical list of the names of all its members who are entitled to vote at the meeting. A list shall be arranged by voting group, and show the address of each member.B\n\nThe members’ list for notice shall be available for inspection by any member, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the county or city where the meeting will be held. A members’ list for voting shall be similarly available for inspection promptly after the record date for voting. A member, or the member’s agent or attorney, is entitled on written demand to inspect and, subject to the requirements set forth in subsection C of § 13.1-933, to copy a list, during the regular business hours and at the member’s expense, during the period it is available for inspection.C\n\nIf the meeting is to be held at a place, the corporation shall make the list of members entitled to vote available at the meeting, and any member, or the member’s agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.D\n\nIf the corporation refuses to allow a member, the member’s agent, or the member’s attorney to inspect a members’ list before or at the meeting as provided in subsections B and C, or to copy a list as permitted by subsection B, the circuit court of the county or city where the corporation’s principal office, or if none in the Commonwealth its registered office, is located, on application of the member, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.E\n\nRefusal or failure to prepare or make available a members’ list does not affect the validity of action taken at the meeting.","order_by":null,"text":{"0":{"id":286990,"text":"After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a members’ meeting. If the board of directors fixes a different record date to determine the members entitled to vote at the meeting, a corporation shall also prepare an alphabetical list of the names of all its members who are entitled to vote at the meeting. A list shall be arranged by voting group, and show the address of each member.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":286991,"text":"The members’ list for notice shall be available for inspection by any member, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the county or city where the meeting will be held. A members’ list for voting shall be similarly available for inspection promptly after the record date for voting. A member, or the member’s agent or attorney, is entitled on written demand to inspect and, subject to the requirements set forth in subsection C of § 13.1-933, to copy a list, during the regular business hours and at the member’s expense, during the period it is available for inspection.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":286992,"text":"If the meeting is to be held at a place, the corporation shall make the list of members entitled to vote available at the meeting, and any member, or the member’s agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":286993,"text":"If the corporation refuses to allow a member, the member’s agent, or the member’s attorney to inspect a members’ list before or at the meeting as provided in subsections B and C, or to copy a list as permitted by subsection B, the circuit court of the county or city where the corporation’s principal office, or if none in the Commonwealth its registered office, is located, on application of the member, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":286994,"text":"Refusal or failure to prepare or make available a members’ list does not affect the validity of action taken at the 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 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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-845\/","history_text":"

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 3 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 2007, chapter 925<\/a>; in 2010, chapter 171<\/a>; in 2018, chapter 265<\/a>.<\/p>","references":[{"id":77969,"section_number":"13.1-813","catch_line":"Hearing and finality of Commission action; injunctions","order_by":null,"url":"\/13.1-813\/"}],"refers_to":[{"id":81847,"section_number":"13.1-933","catch_line":"Inspection of records by members","order_by":null,"url":"\/13.1-933\/"}],"permalink":{"id":148087,"object_type":"law","relational_id":80170,"identifier":"13.1-845","token":"13.1\/10\/7\/13.1-845","url":"\/13.1-845\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-845\/","token":"13.1\/10\/7\/13.1-845","dublin_core":{"Title":"Members’ list for meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-845","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After fixing a record date<\/span> for a meeting, a corporation<\/span> shall prepare an alphabetical list of the names of all its members<\/span> who are entitled to notice of a members<\/span>’ meeting. If the board of directors<\/span> fixes a different record date<\/span> to determine the members<\/span> entitled to vote at the meeting, a corporation<\/span> shall also prepare an alphabetical list of the names of all its members<\/span> who are entitled to vote at the meeting. A list shall be arranged by voting group<\/span>, and show the address of each member<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The members<\/span>’ list for notice shall be available for inspection by any member<\/span>, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation<\/span>’s principal office<\/span> or at a place identified in the meeting notice in the county or city where the meeting will be held. A members<\/span>’ list for voting shall be similarly available for inspection promptly after the record date<\/span> for voting. A member<\/span>, or the member<\/span>’s agent or attorney, is entitled on written<\/span> demand to inspect and, subject to the requirements set forth in subsection C of § 13.1-933<\/a>, to copy a list, during the regular business hours and at the member<\/span>’s expense, during the period it is available for inspection. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the meeting is to be held at a place, the corporation<\/span> shall make the list of members<\/span> entitled to vote available at the meeting, and any member<\/span>, or the member<\/span>’s agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the corporation<\/span> refuses to allow a member<\/span>, the member<\/span>’s agent, or the member<\/span>’s attorney to inspect a members<\/span>’ list before or at the meeting as provided in subsections B and C, or to copy a list as permitted by subsection B, the circuit<\/span> court<\/span> of the county or city where the corporation<\/span>’s principal office<\/span>, or if none in the Commonwealth its registered office, is located, on application of the member<\/span>, may summarily order<\/span> the inspection or copying at the corporation<\/span>’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Refusal or failure to prepare or make available a members<\/span>’ list does not affect the validity of action taken at the meeting. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMEMBERS’ LIST FOR MEETING (\u00a7 13.1-845)\n\nA. After fixing a record date for a meeting, a corporation shall prepare an\nalphabetical list of the names of all its members who are entitled to notice of\na members’ meeting. If the board of directors fixes a different record\ndate to determine the members entitled to vote at the meeting, a corporation\nshall also prepare an alphabetical list of the names of all its members who are\nentitled to vote at the meeting. A list shall be arranged by voting group, and\nshow the address of each member.\n\nB. The members’ list for notice shall be available for inspection by any\nmember, beginning two business days after notice of the meeting is given for\nwhich the list was prepared and continuing through the meeting, at the\ncorporation’s principal office or at a place identified in the meeting\nnotice in the county or city where the meeting will be held. A members’\nlist for voting shall be similarly available for inspection promptly after the\nrecord date for voting. A member, or the member’s agent or attorney, is\nentitled on written demand to inspect and, subject to the requirements set forth\nin subsection C of § 13.1-933, to copy a list, during the regular business\nhours and at the member’s expense, during the period it is available for\ninspection.\n\nC. If the meeting is to be held at a place, the corporation shall make the list\nof members entitled to vote available at the meeting, and any member, or the\nmember’s agent or attorney, is entitled to inspect the list at any time\nduring the meeting or any adjournment.\n\nD. If the corporation refuses to allow a member, the member’s agent, or\nthe member’s attorney to inspect a members’ list before or at the\nmeeting as provided in subsections B and C, or to copy a list as permitted by\nsubsection B, the circuit court of the county or city where the\ncorporation’s principal office, or if none in the Commonwealth its\nregistered office, is located, on application of the member, may summarily order\nthe inspection or copying at the corporation’s expense and may postpone\nthe meeting for which the list was prepared until the inspection or copying is\ncomplete.\n\nE. Refusal or failure to prepare or make available a members’ list does\nnot affect the validity of action taken at the meeting.\n\nHISTORY: 1985, c. 522; 2007, c. 925; 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}}