Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
§ 13.1-852.3. (Effective January 1, 2027) Standing; condition precedent; stay of proceedings.
A. No member shall commence or maintain a derivative proceeding unless the member:
1. Was a member of the corporation at the time of the act or omission complained of;
2. Became a member before public disclosure and without knowledge of the act or omission complained of;
3. Was a member at the time the member made the written demand required by subdivision B 1; and
4. Fairly and adequately represents the interests of the corporation in enforcing the rights of the corporation.
B. No member shall commence a derivative proceeding until:
1. A written demand has been made on the corporation to take suitable action; and
2. Ninety days have expired from the date delivery of the written demand was made on the corporation unless (i) the member has earlier been notified that the demand has been rejected by the corporation or (ii) irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
C. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
