{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-849.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-849.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-849.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-849.html"}],"law_id":65933,"edition_id":1,"section_id":65933,"structure_id":14299,"section_number":"13.1-849","catch_line":"Quorum and voting requirements for voting groups","history":"Code 1950, \u00a7 13.1-219; 1956, c. 428; 1985, c. 522; 2007, c. 925.","full_text":"A\n\nThe bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this Act or the articles of incorporation. Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter.B\n\nOnce a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.C\n\nLess than a quorum may adjourn a meeting.D\n\nThe election of directors is governed by § 13.1-852.","order_by":null,"text":{"0":{"id":239590,"text":"The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this Act or the articles of incorporation. Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":239591,"text":"Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":239592,"text":"Less than a quorum may adjourn a meeting.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":239593,"text":"The election of directors is governed by § 13.1-852.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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 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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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-849\/","history_text":"

The record of this law\u2019s original creation isn\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 1956, chapter 428; in 1985, chapter 522; in 2007, chapter 925<\/a>.<\/p>","references":[{"id":60292,"section_number":"13.1-850","catch_line":"Action by single and multiple voting groups","order_by":null,"url":"\/13.1-850\/"},{"id":81871,"section_number":"55.1-1823","catch_line":"Designation of authorized representative","order_by":null,"url":"\/55.1-1823\/"}],"refers_to":[{"id":63089,"section_number":"13.1-852","catch_line":"Voting for directors; cumulative voting","order_by":null,"url":"\/13.1-852\/"}],"permalink":{"id":148107,"object_type":"law","relational_id":65933,"identifier":"13.1-849","token":"13.1\/10\/7\/13.1-849","url":"\/13.1-849\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-849\/","token":"13.1\/10\/7\/13.1-849","dublin_core":{"Title":"Quorum and voting requirements for voting groups","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-849","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The bylaws may provide the number or percentage of members<\/span> entitled to vote represented in person<\/span> or by proxy, or the number or percentage of votes represented in person<\/span> or by proxy, which shall constitute a quorum at a meeting of members<\/span>. In the absence of any such provision, members<\/span> holding one-tenth of the votes entitled to be cast represented in person<\/span> or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members<\/span> present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members<\/span>, unless a greater proportion is required by this Act or the articles of incorporation<\/span>. Members<\/span> entitled to vote as a separate voting group<\/span> may take action on a matter at a meeting only if a quorum of those members<\/span> exists with respect to that matter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Once a member<\/span> is represented for any purpose at a meeting, the member<\/span> is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date<\/span> is or shall be set for that adjourned meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Less than a quorum may adjourn a meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The election of directors<\/span> is governed by § 13.1-852<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nQUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS (\u00a7 13.1-849)\n\nA. The bylaws may provide the number or percentage of members entitled to vote\nrepresented in person or by proxy, or the number or percentage of votes\nrepresented in person or by proxy, which shall constitute a quorum at a meeting\nof members. In the absence of any such provision, members holding one-tenth of\nthe votes entitled to be cast represented in person or by proxy shall constitute\na quorum. The vote of a majority of the votes entitled to be cast by the members\npresent or represented by proxy at a meeting at which a quorum is present shall\nbe necessary for the adoption of any matter voted upon by the members, unless a\ngreater proportion is required by this Act or the articles of incorporation.\nMembers entitled to vote as a separate voting group may take action on a matter\nat a meeting only if a quorum of those members exists with respect to that\nmatter.\n\nB. Once a member is represented for any purpose at a meeting, the member is\ndeemed present for quorum purposes for the remainder of the meeting and for any\nadjournment of that meeting unless a new record date is or shall be set for that\nadjourned meeting.\n\nC. Less than a quorum may adjourn a meeting.\n\nD. The election of directors is governed by § 13.1-852.\n\nHISTORY: Code 1950, \u00a7 13.1-219; 1956, c. 428; 1985, c. 522; 2007, c. 925.","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}}