{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-848.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-848.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-848.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-848.html"}],"law_id":84731,"edition_id":1,"section_id":84731,"structure_id":14299,"section_number":"13.1-848","catch_line":"Corporation’s acceptance of votes","history":"1985, c. 522; 2007, c. 925; 2015, c. 611.","full_text":"A\n\nIf the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the member.B\n\nIf the name signed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if:1\n\nThe member is an entity and the name signed purports to be that of an officer, partner or agent of the entity;2\n\nThe name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;3\n\nThe name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence acceptable to the corporation that such receiver or trustee has been authorized to vote the membership interest in an order of the court by which such person was appointed has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;4\n\nThe name signed purports to be that of a beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; or5\n\nTwo or more persons are the member as fiduciaries and the name signed purports to be the name of at least one of the fiduciaries and the person signing appears to be acting on behalf of all the fiduciaries.C\n\nNotwithstanding the provisions of subdivisions B 2 and 5, in any case in which the will, trust agreement, or other instrument under which a fiduciary purports to act contains directions for the voting of membership interests in any corporation, or for the execution and delivery of proxies for the voting thereof, such directions shall be binding upon the fiduciary and upon the corporation if a copy thereof has been furnished to the corporation.D\n\nThe corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to count votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.E\n\nNeither the corporation nor the person authorized to count votes, including an inspector under § 13.1-847.1, who accepts or rejects a vote, ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or subsection B of § 13.1-847 is liable in damages to the member for the consequences of the acceptance or rejection.F\n\nCorporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.","order_by":null,"text":{"0":{"id":303643,"text":"If the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the member.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":303644,"text":"If the name signed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":303645,"text":"The member is an entity and the name signed purports to be that of an officer, partner or agent of the entity;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":303646,"text":"The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":303647,"text":"The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence acceptable to the corporation that such receiver or trustee has been authorized to vote the membership interest in an order of the court by which such person was appointed has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":303648,"text":"The name signed purports to be that of a beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; or","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":303649,"text":"Two or more persons are the member as fiduciaries and the name signed purports to be the name of at least one of the fiduciaries and the person signing appears to be acting on behalf of all the fiduciaries.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":303650,"text":"Notwithstanding the provisions of subdivisions B 2 and 5, in any case in which the will, trust agreement, or other instrument under which a fiduciary purports to act contains directions for the voting of membership interests in any corporation, or for the execution and delivery of proxies for the voting thereof, such directions shall be binding upon the fiduciary and upon the corporation if a copy thereof has been furnished to the corporation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"D"},"8":{"id":303651,"text":"The corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to count votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"9":{"id":303652,"text":"Neither the corporation nor the person authorized to count votes, including an inspector under § 13.1-847.1, who accepts or rejects a vote, ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or subsection B of § 13.1-847 is liable in damages to the member for the consequences of the acceptance or rejection.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"10":{"id":303653,"text":"Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-848\/","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 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 2007, chapter 925<\/a>; in 2015, chapter 611<\/a>.<\/p>","references":[{"id":60150,"section_number":"13.1-847","catch_line":"Proxies","order_by":null,"url":"\/13.1-847\/"}],"refers_to":[{"id":60150,"section_number":"13.1-847","catch_line":"Proxies","order_by":null,"url":"\/13.1-847\/"},{"id":83148,"section_number":"13.1-847.1","catch_line":"Voting procedures and inspectors of elections","order_by":null,"url":"\/13.1-847.1\/"}],"permalink":{"id":148103,"object_type":"law","relational_id":84731,"identifier":"13.1-848","token":"13.1\/10\/7\/13.1-848","url":"\/13.1-848\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-848\/","token":"13.1\/10\/7\/13.1-848","dublin_core":{"Title":"Corporation’s acceptance of votes","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-848","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If the name signed on a vote, ballot, consent, waiver<\/span>, or proxy appointment corresponds to the name of a member<\/span>, the corporation<\/span>, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver<\/span>, or proxy appointment and give it effect as the act of the member<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the name signed on a vote, ballot, consent, waiver<\/span>, or proxy appointment does not correspond to the name of a member<\/span>, the corporation<\/span>, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver<\/span>, or proxy appointment and give it effect as the act of the member<\/span> if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The member<\/span> is an entity<\/span> and the name signed purports to be that of an officer, partner or agent of the entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member<\/span> and, if the corporation<\/span> requests, evidence<\/span> of fiduciary status acceptable to the corporation<\/span> has been presented with respect to the vote, ballot, consent, waiver<\/span>, or proxy appointment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The name signed purports to be that of a receiver or trustee in bankruptcy<\/span> of the member<\/span> and, if the corporation<\/span> requests, evidence<\/span> acceptable to the corporation<\/span> that such receiver or trustee has been authorized to vote the membership interest<\/span> in an order<\/span> of the court<\/span> by which such person<\/span> was appointed has been presented with respect to the vote, ballot, consent, waiver<\/span>, or proxy appointment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The name signed purports to be that of a beneficial owner or attorney-in-fact<\/span><\/span> of the member<\/span> and, if the corporation<\/span> requests, evidence<\/span> acceptable to the corporation<\/span> of the signatory’s authority to sign<\/span> for the member<\/span> has been presented with respect to the vote, ballot, consent, waiver<\/span>, or proxy appointment; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Two or more persons<\/span> are the member<\/span> as fiduciaries and the name signed purports to be the name of at least one of the fiduciaries and the person<\/span> signing appears to be acting on behalf of all the fiduciaries. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Notwithstanding the provisions of subdivisions B 2 and 5, in any case in which the will, trust agreement, or other instrument under which a fiduciary purports to act contains directions for the voting of membership interests<\/span> in any corporation<\/span>, or for the execution and delivery<\/span> of proxies for the voting thereof, such directions shall be binding upon the fiduciary and upon the corporation<\/span> if a copy thereof has been furnished to the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The corporation<\/span> is entitled to reject a vote, ballot, consent, waiver<\/span>, or proxy appointment if the secretary or other officer or agent authorized to count votes, acting in good faith, has reasonable basis for doubt about the validity of the signature<\/span> on it or about the signatory’s authority to sign<\/span> for the member<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Neither the corporation<\/span> nor the person<\/span> authorized to count votes, including an inspector under § 13.1-847.1<\/a>, who accepts or rejects a vote, ballot, consent, waiver<\/span>, or proxy appointment in good faith and in accordance with the standards of this section or subsection B of § 13.1-847<\/a> is liable in damages<\/span> to the member<\/span> for the consequences of the acceptance or rejection. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Corporate action based on the acceptance or rejection of a vote, consent, waiver<\/span>, or proxy appointment under this section is valid unless a court<\/span> of competent jurisdiction<\/span> determines otherwise. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCORPORATION’S ACCEPTANCE OF VOTES (\u00a7 13.1-848)\n\nA. If the name signed on a vote, ballot, consent, waiver, or proxy appointment\ncorresponds to the name of a member, the corporation, if acting in good faith,\nis entitled to accept the vote, ballot, consent, waiver, or proxy appointment\nand give it effect as the act of the member.\n\nB. If the name signed on a vote, ballot, consent, waiver, or proxy appointment\ndoes not correspond to the name of a member, the corporation, if acting in good\nfaith, is nevertheless entitled to accept the vote, ballot, consent, waiver, or\nproxy appointment and give it effect as the act of the member if:\n\n 1. The member is an entity and the name signed purports to be that of an\n officer, partner or agent of the entity;\n\n 2. The name signed purports to be that of an administrator, executor,\n guardian, or conservator representing the member and, if the corporation\n requests, evidence of fiduciary status acceptable to the corporation has been\n presented with respect to the vote, ballot, consent, waiver, or proxy\n appointment;\n\n 3. The name signed purports to be that of a receiver or trustee in bankruptcy\n of the member and, if the corporation requests, evidence acceptable to the\n corporation that such receiver or trustee has been authorized to vote the\n membership interest in an order of the court by which such person was\n appointed has been presented with respect to the vote, ballot, consent,\n waiver, or proxy appointment;\n\n 4. The name signed purports to be that of a beneficial owner or\n attorney-in-fact of the member and, if the corporation requests, evidence\n acceptable to the corporation of the signatory’s authority to sign for\n the member has been presented with respect to the vote, ballot, consent,\n waiver, or proxy appointment; or\n\n 5. Two or more persons are the member as fiduciaries and the name signed\n purports to be the name of at least one of the fiduciaries and the person\n signing appears to be acting on behalf of all the fiduciaries.\n\nC. Notwithstanding the provisions of subdivisions B 2 and 5, in any case in\nwhich the will, trust agreement, or other instrument under which a fiduciary\npurports to act contains directions for the voting of membership interests in\nany corporation, or for the execution and delivery of proxies for the voting\nthereof, such directions shall be binding upon the fiduciary and upon the\ncorporation if a copy thereof has been furnished to the corporation.\n\nD. The corporation is entitled to reject a vote, ballot, consent, waiver, or\nproxy appointment if the secretary or other officer or agent authorized to count\nvotes, acting in good faith, has reasonable basis for doubt about the validity\nof the signature on it or about the signatory’s authority to sign for the\nmember.\n\nE. Neither the corporation nor the person authorized to count votes, including\nan inspector under § 13.1-847.1, who accepts or rejects a vote, ballot,\nconsent, waiver, or proxy appointment in good faith and in accordance with the\nstandards of this section or subsection B of § 13.1-847 is liable in\ndamages to the member for the consequences of the acceptance or rejection.\n\nF. Corporate action based on the acceptance or rejection of a vote, consent,\nwaiver, or proxy appointment under this section is valid unless a court of\ncompetent jurisdiction determines otherwise.\n\nHISTORY: 1985, c. 522; 2007, c. 925; 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}}