Virginia Code 13.1-669.1: Judicial determination of corporate offices and review of elections and shareholder votes.
A. Upon application of, or in a proceeding commenced by, a person specified in subsection B, the circuit court in the county or city in which the principal office of the corporation is located, or, if none in the Commonwealth, in the county or city in which its registered office is located may determine:
Terms Used In Virginia Code 13.1-669.1
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
- Beneficial shareholder: means a person that owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary as nominee. See Virginia Code 13.1-603
- City: means an independent incorporated community which became a city as provided by law before noon on July 1, 1971, or which has within defined boundaries a population of 5,000 or more and which has become a city as provided by law. See Virginia Code 1-208
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Individual: means a natural person. See Virginia Code 13.1-603
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Membership: means the rights of a member in a domestic or foreign nonstock corporation or limited liability company. See Virginia Code 13.1-603
- Person: includes an individual and an entity. See Virginia Code 13.1-603
- Plaintiff: The person who files the complaint in a civil lawsuit.
- Principal office: means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. See Virginia Code 13.1-603
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
- Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
- Record shareholder: means (i) the person in whose name shares are registered in the records of the corporation or (ii) the person identified as the beneficial owner of shares in a beneficial ownership certificate pursuant to § Virginia Code 13.1-603
- Service of process: The service of writs or summonses to the appropriate party.
- Shareholder: means a record shareholder. See Virginia Code 13.1-603
- Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
- Statute: A law passed by a legislature.
- Unrestricted voting trust beneficial owner: means , with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement. See Virginia Code 13.1-603
- written: means any information in the form of a document. See Virginia Code 13.1-603
1. The result or validity of the election, appointment, removal, or resignation of a director or officer of the corporation;
2. The right of an individual to hold the office of director or officer of the corporation;
3. The result or validity of any vote by the shareholders of the corporation;
4. The right of a director to membership on a committee of the board of directors; and
5. The right of a person to nominate, or an individual to be nominated as, a candidate for election or appointment as a director of the corporation, and any right under a bylaw adopted pursuant to subsection C of § 13.1-624 or any comparable right under any provision of the articles of incorporation, a contract, or applicable law.
B. Any application or proceeding pursuant to subsection A may be filed or commenced by any of the following persons:
1. The corporation;
2. A record shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation;
3. A director of the corporation, an individual claiming the office of director, or a director whose membership on a committee of the board of directors is contested, who, in each case, is seeking a determination of the individual’s right to such office or membership;
4. An officer of the corporation or an individual claiming to be an officer of the corporation, in each case who is seeking a determination of the individual’s right to such office; or
5. A person claiming a right covered by subdivision A 5 and who is seeking a determination of such right.
C. In connection with any application or proceeding under subsection A, the following shall be named as defendants, unless such person made the application or commenced the proceeding:
1. The corporation;
2. An individual whose right to office or membership on a committee of the board of directors is contested;
3. Any individual claiming the office or membership at issue; and
4. Any person claiming a right covered by subdivision A 5 that is at issue.
D. In connection with any application or proceeding under subsection A, service of process may be made upon each of the persons specified in subsection C either by:
1. Serving on the corporation process addressed to such person in any manner provided by statute of the Commonwealth or by rule of the applicable court for service of process on the corporation; or
2. Serving on such person process in any manner provided by statute of the Commonwealth or by rule of the applicable court.
E. When service of process is made upon a person other than the corporation by service upon the corporation pursuant to subdivision D 1, the plaintiff and the corporation promptly shall provide written notice of such service, together with copies of all process and the application or complaint, to such person at the person’s last known residence or business address, or as permitted by statute of the Commonwealth, or by rule of the applicable court.
F. In connection with any application or proceeding under subsection A, the court shall dispose of the application or proceeding on an expedited basis and also may:
1. Order such additional or further notice as the court deems proper under the circumstances;
2. Order that additional persons be joined as parties to the proceeding if the court determines that such joinder is necessary for a just adjudication of matters before the court;
3. Order an election or meeting be held in accordance with the provisions of § 13.1-656 or otherwise;
4. Appoint a master to conduct an election or meeting;
5. Enter temporary, preliminary, or permanent injunctive relief;
6. Resolve solely for the purpose of the proceeding any legal or factual issues necessary for the resolution of any of the matters specified in subsection A, including the right and power of persons claiming to own shares to vote at any meeting of the shareholders; and
7. Order such relief as the court determines is equitable, just, and proper.
G. It shall not be necessary to make shareholders parties to a proceeding or application pursuant to this section unless the shareholder is a required defendant under subdivision C 4, relief is sought against the shareholder individually, or the court orders joinder pursuant to subdivision F 2.
H. Nothing in this section limits, restricts, or abolishes the subject matter jurisdiction or powers of the court. An application or proceeding pursuant to this section is not the exclusive remedy or proceeding available with respect to the matters specified in subsection A.