                                 CODE OF VIRGINIA

COURT-ORDERED MEETING (§ 13.1-656)

A. The circuit court of the city or county where a corporation&#8217;s principal
office is located or, if none in the Commonwealth, where its registered office
is located, may, after notice to the corporation, order a meeting of
shareholders to be held:

   1. On petition of any shareholder of the corporation if an annual meeting was
   not held or action by written consent in lieu of an annual meeting did not
   become effective within 15 months after its last annual meeting or, if there
   has been no annual meeting, the date of its incorporation; or

   2. On petition of one or more shareholders who signed a demand for a special
   meeting valid under subsection A of &#xA7; 13.1-655 if:
   				a. Notice of the special meeting was not given within 30 days after the
   first day on which the requisite number of such demands have been delivered to
   the corporation&#8217;s secretary; or
   				b. The special meeting was not held in accordance with the notice.

B. The court may fix the date, time, and place of the meeting, determine the
shares entitled to participate in the meeting, specify a record date or dates
for determining shareholders entitled to notice of and to vote at the meeting,
prescribe the form and content of the meeting notice, fix the quorum required
for specific matters to be considered at the meeting, or direct that the shares
represented at the meeting constitute a quorum for action on those matters, and
enter other orders necessary to accomplish the purpose or purposes of the
meeting.

HISTORY: 1985, c. 522; 2005, c. 765; 2007, c. 165; 2010, c. 782; 2019, c. 734.