{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-847.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-847.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-847.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-847.html"}],"law_id":60150,"edition_id":1,"section_id":60150,"structure_id":14299,"section_number":"13.1-847","catch_line":"Proxies","history":"1985, c. 522; 1999, c. 101; 2002, c. 285; 2007, c. 925; 2010, c. 171.","full_text":"A\n\nA member entitled to vote may vote in person or, unless the articles of incorporation or bylaws otherwise provide, by proxy.B\n\nA member or the member’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission. Any copy, facsimile telecommunications or other reliable reproduction of the writing or transmission created pursuant to this subsection may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.C\n\nAn appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspectors of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.D\n\nAn appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:1\n\nA creditor of the corporation who extended it credit under terms requiring the appointment;2\n\nAn employee of the corporation whose employment contract requires the appointment; or3\n\nA party to a voting agreement created under § 13.1-852.2.E\n\nThe death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.F\n\nAn appointment made irrevocable under subsection D is revoked when the interest with which it is coupled is extinguished.G\n\nSubject to § 13.1-848 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.H\n\nAny fiduciary who is entitled to vote any membership interest may vote such membership interest by proxy.","order_by":null,"text":{"0":{"id":220064,"text":"A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws otherwise provide, by proxy.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":220065,"text":"A member or the member’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission. Any copy, facsimile telecommunications or other reliable reproduction of the writing or transmission created pursuant to this subsection may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":220066,"text":"An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspectors of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":220067,"text":"An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":220068,"text":"A creditor of the corporation who extended it credit under terms requiring the appointment;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":220069,"text":"An employee of the corporation whose employment contract requires the appointment; or","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"6":{"id":220070,"text":"A party to a voting agreement created under § 13.1-852.2.","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"E"},"7":{"id":220071,"text":"The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D3","next_prefix":"F"},"8":{"id":220072,"text":"An appointment made irrevocable under subsection D is revoked when the interest with which it is coupled is extinguished.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"9":{"id":220073,"text":"Subject to § 13.1-848 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"10":{"id":220074,"text":"Any fiduciary who is entitled to vote any membership interest may vote such membership interest by proxy.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G"}},"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 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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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-847\/","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 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 1999, chapter 101<\/a>; in 2002, chapter 285<\/a>; in 2007, chapter 925<\/a>; in 2010, chapter 171<\/a>.<\/p>","references":[{"id":83148,"section_number":"13.1-847.1","catch_line":"Voting procedures and inspectors of elections","order_by":null,"url":"\/13.1-847.1\/"},{"id":84731,"section_number":"13.1-848","catch_line":"Corporation's acceptance of votes","order_by":null,"url":"\/13.1-848\/"}],"refers_to":[{"id":84731,"section_number":"13.1-848","catch_line":"Corporation's acceptance of votes","order_by":null,"url":"\/13.1-848\/"}],"permalink":{"id":148095,"object_type":"law","relational_id":60150,"identifier":"13.1-847","token":"13.1\/10\/7\/13.1-847","url":"\/13.1-847\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-847\/","token":"13.1\/10\/7\/13.1-847","dublin_core":{"Title":"Proxies","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-847","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A member<\/span> entitled to vote may vote in person<\/span> or, unless the articles of incorporation<\/span> or bylaws otherwise provide, by proxy. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A member<\/span> or the member<\/span>’s agent or attorney-in-fact<\/span><\/span> may appoint a proxy to vote or otherwise act for the member<\/span> by signing an appointment form or by an electronic transmission<\/span>. Any copy, facsimile telecommunications or other reliable reproduction of the writing<\/span> or transmission created pursuant to this subsection may be substituted or used in lieu of the original writing<\/span> or transmission for any and all purposes for which the original writing<\/span> or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing<\/span> or transmission. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> An appointment of a proxy is effective when a signed appointment form or an electronic transmission<\/span> of the appointment is received by the inspectors of election or the officer or agent of the corporation<\/span> authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> An appointment of a proxy is revocable unless the appointment form or electronic transmission<\/span> states<\/span> that it is irrevocable and the appointment is coupled with an interest<\/span>. Appointments coupled with an interest<\/span> include the appointment of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A creditor<\/span> of the corporation<\/span> who extended it credit under terms requiring the appointment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> An employee of the corporation<\/span> whose employment contract<\/span> requires the appointment; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A party<\/span> to a voting agreement created under § 13.1-852.2<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The death or incapacity of the member<\/span> appointing a proxy does not affect the right of the corporation<\/span> to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> An appointment made irrevocable under subsection D is revoked when the interest<\/span> with which it is coupled is extinguished. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Subject to § 13.1-848<\/a> and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission<\/span>, a corporation<\/span> is entitled to accept the proxy’s vote or other action as that of the member<\/span> making the appointment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> Any fiduciary who is entitled to vote any membership interest<\/span> may vote such membership interest<\/span> by proxy. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPROXIES (\u00a7 13.1-847)\n\nA. A member entitled to vote may vote in person or, unless the articles of\nincorporation or bylaws otherwise provide, by proxy.\n\nB. A member or the member’s agent or attorney-in-fact may appoint a proxy\nto vote or otherwise act for the member by signing an appointment form or by an\nelectronic transmission. Any copy, facsimile telecommunications or other\nreliable reproduction of the writing or transmission created pursuant to this\nsubsection may be substituted or used in lieu of the original writing or\ntransmission for any and all purposes for which the original writing or\ntransmission could be used, provided that such copy, facsimile telecommunication\nor other reproduction shall be a complete reproduction of the entire original\nwriting or transmission.\n\nC. An appointment of a proxy is effective when a signed appointment form or an\nelectronic transmission of the appointment is received by the inspectors of\nelection or the officer or agent of the corporation authorized to tabulate\nvotes. An appointment is valid for 11 months unless a longer period is expressly\nprovided in the appointment form.\n\nD. An appointment of a proxy is revocable unless the appointment form or\nelectronic transmission states that it is irrevocable and the appointment is\ncoupled with an interest. Appointments coupled with an interest include the\nappointment of:\n\n 1. A creditor of the corporation who extended it credit under terms requiring\n the appointment;\n\n 2. An employee of the corporation whose employment contract requires the\n appointment; or\n\n 3. A party to a voting agreement created under § 13.1-852.2.\n\nE. The death or incapacity of the member appointing a proxy does not affect the\nright of the corporation to accept the proxy’s authority unless notice of\nthe death or incapacity is received by the secretary or other officer or agent\nauthorized to tabulate votes before the proxy exercises the proxy’s\nauthority under the appointment.\n\nF. An appointment made irrevocable under subsection D is revoked when the\ninterest with which it is coupled is extinguished.\n\nG. Subject to § 13.1-848 and to any express limitation on the proxy’s\nauthority stated in the appointment form or electronic transmission, a\ncorporation is entitled to accept the proxy’s vote or other action as that\nof the member making the appointment.\n\nH. Any fiduciary who is entitled to vote any membership interest may vote such\nmembership interest by proxy.\n\nHISTORY: 1985, c. 522; 1999, c. 101; 2002, c. 285; 2007, c. 925; 2010, c. 171.","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}}