Code of Virginia - Title 13.1 Corporations - Section 13.1-845 Members' list for meeting

§ 13.1-845. Members' list for meeting

A. The officer or agent having charge of the record of members of a corporation shall make, at least 10 days before each meeting of members, a complete list of the members entitled to vote at such meeting or any adjournment thereof, with the address of each. The list of members entitled to vote shall be arranged by voting group and within each voting group by class.

B. For a period of 10 days prior to the meeting, the list of members shall be kept on file at the registered office of the corporation or at its principal office and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purposes thereof. The original record of members shall be prima facie evidence as to who are the members entitled to examine such list or records or to vote at any meeting of members. The right of the member of a corporation to inspect such list prior to a meeting shall be subject to the limitations set forth in subsection C of § 13.1-933.

C. If the requirements of this section have not been substantially complied with, the meeting shall, on the demand of any member in person or by proxy, be adjourned until the requirements are complied with. Refusal or failure to prepare or make available the members' list does not affect the validity of action taken at the meeting prior to the making of any such demand, but any action taken by the members after the making of any such demand shall be invalid and of no effect.

(1985, c. 522; 2007, c. 925.)

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Last modified: April 16, 2009