{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-847.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-847.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-847.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-847.1.html"}],"law_id":83148,"edition_id":1,"section_id":83148,"structure_id":14299,"section_number":"13.1-847.1","catch_line":"Voting procedures and inspectors of elections","history":"2007, c. 925; 2010, c. 171; 2015, c. 611.","full_text":"A\n\nA corporation may appoint one or more inspectors to act at a meeting of members in connection with determining voting results. Each inspector, before entering upon the discharge of his duties, shall certify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of his ability.B\n\nThe inspectors shall (i) ascertain the number of members and the voting power of each, (ii) determine the number of the members represented at a meeting and the validity of proxy appointments and ballots, (iii) count all votes, (iv) determine, and retain for a reasonable period a record of the disposition of, any challenges made to any determination by the inspectors, and (v) certify their determination of the number of members represented at the meeting and their count of the votes. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties, and may rely on information provided by such persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted. In any court proceeding there shall be a rebuttable presumption that the report of the inspectors is correct.C\n\nNo ballot, proxies, or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the circuit court of the city or county where the corporation’s principal office is located or, if none in the Commonwealth, where its registered office is located, upon application by a member, shall determine otherwise.D\n\nIn determining the validity of proxies and ballots and in counting the votes, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with subsection B of § 13.1-847, ballots, and the regular books and records of the corporation. If the inspectors consider other reliable information for the limited purpose permitted herein, they shall specify, at the time that they make their certification pursuant to clause (v) of subsection B, the precise information that they considered, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for their belief that such information is accurate and reliable.E\n\nIf authorized by the board of directors, any member vote to be taken by written ballot may be satisfied by a ballot submitted by electronic transmission by the member or the member’s proxy, provided that any such electronic transmission shall either set forth or be submitted with information from which it may be determined that the electronic transmission was authorized by the member or the member’s proxy. A member who votes by a ballot submitted by electronic transmission is deemed present at the meeting of members.","order_by":null,"text":{"0":{"id":297947,"text":"A corporation may appoint one or more inspectors to act at a meeting of members in connection with determining voting results. Each inspector, before entering upon the discharge of his duties, shall certify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of his ability.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":297948,"text":"The inspectors shall (i) ascertain the number of members and the voting power of each, (ii) determine the number of the members represented at a meeting and the validity of proxy appointments and ballots, (iii) count all votes, (iv) determine, and retain for a reasonable period a record of the disposition of, any challenges made to any determination by the inspectors, and (v) certify their determination of the number of members represented at the meeting and their count of the votes. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties, and may rely on information provided by such persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted. In any court proceeding there shall be a rebuttable presumption that the report of the inspectors is correct.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":297949,"text":"No ballot, proxies, or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the circuit court of the city or county where the corporation’s principal office is located or, if none in the Commonwealth, where its registered office is located, upon application by a member, shall determine otherwise.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":297950,"text":"In determining the validity of proxies and ballots and in counting the votes, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with subsection B of § 13.1-847, ballots, and the regular books and records of the corporation. If the inspectors consider other reliable information for the limited purpose permitted herein, they shall specify, at the time that they make their certification pursuant to clause (v) of subsection B, the precise information that they considered, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for their belief that such information is accurate and reliable.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":297951,"text":"If authorized by the board of directors, any member vote to be taken by written ballot may be satisfied by a ballot submitted by electronic transmission by the member or the member’s proxy, provided that any such electronic transmission shall either set forth or be submitted with information from which it may be determined that the electronic transmission was authorized by the member or the member’s proxy. A member who votes by a ballot submitted by electronic transmission is deemed present at the meeting of members.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-847.1\/","history_text":"

This law was first created in 2007. The record of its establishment is cataloged in chapter 925<\/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 2 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 2010, chapter 171<\/a>; in 2015, chapter 611<\/a>.<\/p>","references":[{"id":84731,"section_number":"13.1-848","catch_line":"Corporation's acceptance of votes","order_by":null,"url":"\/13.1-848\/"}],"refers_to":[{"id":60150,"section_number":"13.1-847","catch_line":"Proxies","order_by":null,"url":"\/13.1-847\/"}],"permalink":{"id":148099,"object_type":"law","relational_id":83148,"identifier":"13.1-847.1","token":"13.1\/10\/7\/13.1-847.1","url":"\/13.1-847.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-847.1\/","token":"13.1\/10\/7\/13.1-847.1","dublin_core":{"Title":"Voting procedures and inspectors of elections","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-847.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> may appoint one or more inspectors to act at a meeting of members<\/span> in connection with determining voting results. Each inspector, before entering upon the discharge of his duties, shall certify in writing<\/span> that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of his ability. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The inspectors shall (i) ascertain the number of members<\/span> and the voting power<\/span> of each, (ii) determine the number of the members<\/span> represented at a meeting and the validity of proxy appointments and ballots, (iii) count all votes, (iv) determine, and retain for a reasonable period a record of the disposition<\/span> of, any challenges made to any determination by the inspectors, and (v) certify their determination of the number of members<\/span> represented at the meeting and their count of the votes. The inspectors may appoint or retain other persons<\/span> or entities to assist the inspectors in the performance of their duties, and may rely on information provided by such persons<\/span> and other persons<\/span>, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted. In any court<\/span> proceeding<\/span> there shall be a rebuttable presumption<\/span> that the report of the inspectors is correct. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> No ballot, proxies, or votes, nor any revocations<\/span> thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the circuit<\/span> court<\/span> of the city or county where the corporation<\/span>’s principal office<\/span> is located or, if none in the Commonwealth, where its registered office is located, upon application by a member<\/span>, shall determine otherwise. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> In determining the validity of proxies and ballots and in counting the votes, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with subsection B of § 13.1-847<\/a>, ballots, and the regular books and records of the corporation<\/span>. If the inspectors consider other reliable information for the limited purpose permitted herein, they shall specify, at the time that they make their certification pursuant to clause (v) of subsection B, the precise information that they considered, including the person<\/span> or persons<\/span> from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for their belief that such information is accurate and reliable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If authorized by the board of directors<\/span>, any member<\/span> vote to be taken by written<\/span> ballot may be satisfied by a ballot submitted by electronic transmission<\/span> by the member<\/span> or the member<\/span>’s proxy, provided that any such electronic transmission<\/span> shall either set forth or be submitted with information from which it may be determined that the electronic transmission<\/span> was authorized by the member<\/span> or the member<\/span>’s proxy. A member<\/span> who votes by a ballot submitted by electronic transmission<\/span> is deemed present at the meeting of members<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVOTING PROCEDURES AND INSPECTORS OF ELECTIONS (\u00a7 13.1-847.1)\n\nA. A corporation may appoint one or more inspectors to act at a meeting of\nmembers in connection with determining voting results. Each inspector, before\nentering upon the discharge of his duties, shall certify in writing that the\ninspector will faithfully execute the duties of inspector with strict\nimpartiality and according to the best of his ability.\n\nB. The inspectors shall (i) ascertain the number of members and the voting power\nof each, (ii) determine the number of the members represented at a meeting and\nthe validity of proxy appointments and ballots, (iii) count all votes, (iv)\ndetermine, and retain for a reasonable period a record of the disposition of,\nany challenges made to any determination by the inspectors, and (v) certify\ntheir determination of the number of members represented at the meeting and\ntheir count of the votes. The inspectors may appoint or retain other persons or\nentities to assist the inspectors in the performance of their duties, and may\nrely on information provided by such persons and other persons, including those\nappointed to tabulate votes, unless the inspectors believe reliance is\nunwarranted. In any court proceeding there shall be a rebuttable presumption\nthat the report of the inspectors is correct.\n\nC. No ballot, proxies, or votes, nor any revocations thereof or changes thereto,\nshall be accepted by the inspectors after the closing of the polls unless the\ncircuit court of the city or county where the corporation’s principal\noffice is located or, if none in the Commonwealth, where its registered office\nis located, upon application by a member, shall determine otherwise.\n\nD. In determining the validity of proxies and ballots and in counting the votes,\nthe inspectors shall be limited to an examination of the proxies, any envelopes\nsubmitted with those proxies, any information provided in accordance with\nsubsection B of § 13.1-847, ballots, and the regular books and records of\nthe corporation. If the inspectors consider other reliable information for the\nlimited purpose permitted herein, they shall specify, at the time that they make\ntheir certification pursuant to clause (v) of subsection B, the precise\ninformation that they considered, including the person or persons from whom they\nobtained the information, when the information was obtained, the means by which\nthe information was obtained, and the basis for their belief that such\ninformation is accurate and reliable.\n\nE. If authorized by the board of directors, any member vote to be taken by\nwritten ballot may be satisfied by a ballot submitted by electronic transmission\nby the member or the member’s proxy, provided that any such electronic\ntransmission shall either set forth or be submitted with information from which\nit may be determined that the electronic transmission was authorized by the\nmember or the member’s proxy. A member who votes by a ballot submitted by\nelectronic transmission is deemed present at the meeting of members.\n\nHISTORY: 2007, c. 925; 2010, c. 171; 2015, c. 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}}