{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-852.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-852.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-852.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-852.html"}],"law_id":63089,"edition_id":1,"section_id":63089,"structure_id":14299,"section_number":"13.1-852","catch_line":"Voting for directors; cumulative voting","history":"Code 1950, \u00a7 13.1-221; 1956, c. 428; 1985, c. 522; 2007, c. 925.","full_text":"A\n\nUnless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.B\n\nMembers do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.C\n\nA statement included in the articles of incorporation that “all of a designated voting group of members are entitled to cumulate their votes for directors” or words of similar import means that the members designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.D\n\nMembers otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless:1\n\nThe meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or2\n\nA member who has the right to cumulate his votes gives notice to the secretary of the corporation not less than 48 hours before the time set for the meeting of the member’s intent to cumulate his votes during the meeting. If one member gives such a notice, all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.","order_by":null,"text":{"0":{"id":230074,"text":"Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":230075,"text":"Members do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":230076,"text":"A statement included in the articles of incorporation that “all of a designated voting group of members are entitled to cumulate their votes for directors” or words of similar import means that the members designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":230077,"text":"Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":230078,"text":"The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":230079,"text":"A member who has the right to cumulate his votes gives notice to the secretary of the corporation not less than 48 hours before the time set for the meeting of the member’s intent to cumulate his votes during the meeting. If one member gives such a notice, all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1"}},"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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-852\/","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":78466,"section_number":"13.1-814.1","catch_line":"Special provisions for community associations","order_by":null,"url":"\/13.1-814.1\/"},{"id":65933,"section_number":"13.1-849","catch_line":"Quorum and voting requirements for voting groups","order_by":null,"url":"\/13.1-849\/"}],"refers_to":false,"permalink":{"id":148119,"object_type":"law","relational_id":63089,"identifier":"13.1-852","token":"13.1\/10\/7\/13.1-852","url":"\/13.1-852\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-852\/","token":"13.1\/10\/7\/13.1-852","dublin_core":{"Title":"Voting for directors; cumulative voting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-852","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in the articles of incorporation<\/span>, directors<\/span> are elected by a plurality of the votes cast by the members<\/span> entitled to vote in the election at a meeting at which a quorum is present. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Members<\/span> do not have a right to cumulate their votes for directors<\/span> unless the articles of incorporation<\/span> so provide. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A statement included in the articles of incorporation<\/span> that “all of a designated voting group of members are entitled to cumulate their votes for directors<\/span>” or words of similar import means that the members designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The meeting notice or proxy statement accompanying the notice states<\/span> conspicuously that cumulative voting is authorized; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A member<\/span> who has the right to cumulate his votes gives notice to the secretary of the corporation<\/span> not less than 48 hours before the time set for the meeting of the member<\/span>’s intent<\/span> to cumulate his votes during the meeting. If one member<\/span> gives such a notice, all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVOTING FOR DIRECTORS; CUMULATIVE VOTING (\u00a7 13.1-852)\n\nA. Unless otherwise provided in the articles of incorporation, directors are\nelected by a plurality of the votes cast by the members entitled to vote in the\nelection at a meeting at which a quorum is present.\n\nB. Members do not have a right to cumulate their votes for directors unless the\narticles of incorporation so provide.\n\nC. A statement included in the articles of incorporation that “all of a\ndesignated voting group of members are entitled to cumulate their votes for\ndirectors” or words of similar import means that the members designated\nare entitled to multiply the number of votes they are entitled to cast by the\nnumber of directors for whom they are entitled to vote and cast the product for\na single candidate or distribute the product among two or more candidates.\n\nD. Members otherwise entitled to vote cumulatively may not vote cumulatively at\na particular meeting unless:\n\n 1. The meeting notice or proxy statement accompanying the notice states\n conspicuously that cumulative voting is authorized; or\n\n 2. A member who has the right to cumulate his votes gives notice to the\n secretary of the corporation not less than 48 hours before the time set for\n the meeting of the member’s intent to cumulate his votes during the\n meeting. If one member gives such a notice, all other members in the same\n voting group participating in the election are entitled to cumulate their\n votes without giving further notice.\n\nHISTORY: Code 1950, \u00a7 13.1-221; 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}}