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.
§ 13.1-849. (Effective until January 1, 2027) Quorum and voting requirements for voting groups.
A. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this Act or the articles of incorporation. Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter.
B. Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.
C. Less than a quorum may adjourn a meeting.
D. The election of directors is governed by § 13.1-852.
Code 1950, § 13.1-219; 1956, c. 428; 1985, c. 522; 2007, c. 925.
§ 13.1-849. (Effective January 1, 2027) Quorum and voting requirements.
A. The articles of incorporation or bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, that shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. If a quorum exists, action on a matter, other than the election of directors, by the members is approved if the votes cast by the members favoring the action exceed the votes cast opposing the action unless a greater proportion is required by this chapter, the articles of incorporation, or the bylaws. An abstention shall not be considered a vote cast. Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter.
B. Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.
C. An amendment of the articles of incorporation or bylaws adding, changing, or deleting a quorum or voting requirement greater than specified in subsection A is governed by § 13.1-851.
D. Less than a quorum may adjourn a meeting.
E. The election of directors is governed by § 13.1-852.
Code 1950, § 13.1-219; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2026, cc. 393, 394.
