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.
§ 13.1-839. (Effective until January 1, 2027) Special meeting.
A. A corporation shall hold a special meeting of members:
1. On call of the chairman of the board of directors, the president, the board of directors, or the person or persons authorized to do so by the articles of incorporation or bylaws; or
2. In the absence of a provision in the articles of incorporation or bylaws stating who may call a special meeting of members, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting.
B. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing, including an electronic transmission, to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
C. If not otherwise fixed under § 13.1-840 or 13.1-844, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.
D. Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-844.2, members' meetings may be held at such place in or out of the Commonwealth as may be provided in the bylaws or, where not inconsistent with the bylaws, in the notice of the meeting.
E. Only business within the purpose or purposes described in the meeting notice required by subsection C of § 13.1-842 may be conducted at a special members' meeting.
Code 1950, § 13.1-213; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925; 2012, c. 706; 2018, c. 265.
§ 13.1-839. (Effective January 1, 2027) Special meeting.
A. A corporation shall hold a special meeting of members:
1. On call of the chair of the board of directors, the president, the board of directors, or the person or persons authorized to do so by the articles of incorporation or bylaws; or
2. In the absence of a provision in the articles of incorporation or bylaws stating who may call a special meeting of members, on the call of members having one-twentieth of the votes entitled to be cast at such meeting.
B. Unless otherwise provided in the articles of incorporation or bylaws, a written demand for a special meeting may be revoked by a writing, including an electronic transmission, to that effect received by the corporation's secretary before the start of the special meeting.
C. If not otherwise fixed under § 13.1-840 or 13.1-844, the record date for determining members entitled to demand a special meeting shall be the first date on which a signed member demand is delivered to the corporation's secretary. No written demand for a special meeting shall be effective unless written demands signed by members that satisfy the requirements of subsection A have been delivered to the corporation's secretary within 60 days of the earliest date on which such a demand delivered to the corporation's secretary was signed.
D. Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-844.2, special meetings of members may be held in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws. If no place is so stated or fixed, special meetings shall be held at the corporation's principal office.
E. Only business within the purpose or purposes described in the meeting notice required by subsection C of § 13.1-842 shall be conducted at a special members' meeting.
Code 1950, § 13.1-213; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925; 2012, c. 706; 2018, c. 265; 2026, cc. 393, 394.
