Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
This section has more than one version with varying effective dates. Scroll down to see all versions.
§ 13.1-852. (Effective until January 1, 2027) Voting for directors; cumulative voting.
A. 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.
B. Members do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
C. 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.
D. Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless:
1. The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
2. 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.
Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 2007, c. 925.
§ 13.1-852. (Effective January 1, 2027) Voting for directors; cumulative voting.
A. Unless otherwise provided in the articles of incorporation or bylaws, 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. Members do not have a right to cumulate their votes for directors unless the articles of incorporation or bylaws so provide.
C. A statement included in the articles of incorporation or bylaws 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. Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized.
E. If the articles of incorporation or bylaws authorize members to cumulate their votes when electing directors, directors shall not be elected by written consent pursuant to § 13.1-841 unless the vote is unanimous.
Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2026, cc. 393, 394.