                                 CODE OF VIRGINIA

ANNUAL MEETING (§ 13.1-654)

A. Unless directors are elected by written consent in lieu of an annual meeting
as permitted by &#xA7; 13.1-657, a corporation shall hold a meeting of
shareholders annually at a time stated in or fixed in accordance with the
bylaws, except that a corporation registered under the federal Investment
Company Act of 1940 is not required to hold an annual meeting in any year in
which the election of directors is not required to be held under the federal
Investment Company Act of 1940 unless the articles of incorporation or bylaws of
the corporation require an annual meeting to be held.

B. Except as otherwise determined by the board of directors acting pursuant to
subsection C of &#xA7; 13.1-660.2, annual meetings may be held, in or outside of
the Commonwealth at the place stated in or fixed in accordance with the bylaws
or, if not inconsistent with the bylaws, in the notice of the meeting.

C. The failure to hold an annual meeting at the time stated in or fixed in
accordance with the corporation&#8217;s bylaws does not affect the validity of
any corporate action.

HISTORY: Code 1950, § 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1990,
c. 228; 2003, c. 728; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2017, c. 646;
2019, c. 734.