                                 CODE OF VIRGINIA

NOTICE OF MEETING (§ 13.1-842)

A. 1. A corporation shall notify members of the date, time, and place, if any,
of each annual and special members&#8217; meeting. Such notice shall be given no
less than 10 nor more than 60 days before the meeting date except that notice of
a members&#8217; meeting to act on an amendment of the articles of
incorporation, a plan of merger, domestication, a proposed sale of assets
pursuant to § 13.1-900, or the dissolution of the corporation shall be given
not less than 25 nor more than 60 days before the meeting date. Unless this
chapter or the articles of incorporation require otherwise, the corporation is
required to give notice only to members entitled to vote at the meeting.

   2. In lieu of delivering notice as specified in subdivision A 1, the
   corporation may publish such notice at least once a week for two successive
   calendar weeks in a newspaper published in the city or county in which the
   registered office is located, or having a general circulation therein, the
   first publication to be not more than 60 days, and the second not less than
   seven days before the date of the meeting.

B. Unless this chapter or the articles of incorporation require otherwise,
notice of an annual meeting need not state the purpose or purposes for which the
meeting is called.

C. Notice of a special meeting shall state the purpose or purposes for which the
meeting is called.

D. If not otherwise fixed under &#xA7; 13.1-840 or 13.1-844, the record date for
determining members entitled to notice of and to vote at an annual or special
meeting is the day before the effective date of the notice to members.

E. Unless the bylaws require otherwise, if an annual or special meeting is
adjourned to a different date, time, or place, notice need not be given if the
new date, time, or place, if any, is announced at the meeting before
adjournment. If a new record date for the adjourned meeting is or shall be fixed
under &#xA7; 13.1-844, however, not less than 10 days before the meeting date
notice of the adjourned meeting shall be given under this section to persons who
are members as of the new record date.

HISTORY: Code 1950, § 13.1-214; 1956, c. 428; 1958, c. 564; 1960, c. 214; 1985,
c. 522; 1986, c. 529; 2002, c. 285; 2007, c. 925; 2010, c. 171; 2015, c. 611;
2018, c. 265.