Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
§ 13.1-814.2. (Effective January 1, 2027) Definitions.
As used in this article, unless the context requires a different meaning:
"Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee, an officer, or an agent of the corporation, or the members.
"Date of the defective corporate action" means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken.
"Defective corporate action" means any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization.
"Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action voidable.
"Validation effective time" with respect to any defective corporate action ratified under this article means the later of:
1. The time at which the ratification of the defective corporate action is approved by the members or, if approval of members is not required, the time at which the notice required by § 13.1-814.6 becomes effective in accordance with § 13.1-810; and
2. The time at which any document filed in accordance with § 13.1-814.8 becomes effective.
The validation effective time shall not be affected by the filing or pendency of a proceeding under § 13.1-814.9 or otherwise, unless ordered by the Commission.
