Virginia Code 13.1-847: Proxies.
A. A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws otherwise provide, by proxy.
Terms Used In Virginia Code 13.1-847
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
- Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
- 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.
- Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Virginia Code 13.1-803
- Employee: includes , unless otherwise provided in the bylaws, an officer but not a director. See Virginia Code 13.1-803
- Fiduciary: A trustee, executor, or administrator.
- Interest: means either or both of the following rights under the organic law of a foreign or domestic unincorporated entity:
1. See Virginia Code 13.1-803
- Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
- Membership interest: means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership. See Virginia Code 13.1-803
- Person: includes an individual and an entity. See Virginia Code 13.1-803
B. A member or the member’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission. Any copy, facsimile telecommunications or other reliable reproduction of the writing or transmission created pursuant to this subsection may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.
C. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspectors of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.
D. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
1. A creditor of the corporation who extended it credit under terms requiring the appointment;
2. An employee of the corporation whose employment contract requires the appointment; or
3. A party to a voting agreement created under § 13.1-852.2.
E. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.
F. An appointment made irrevocable under subsection D is revoked when the interest with which it is coupled is extinguished.
G. Subject to § 13.1-848 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.
H. Any fiduciary who is entitled to vote any membership interest may vote such membership interest by proxy.
1985, c. 522; 1999, c. 101; 2002, c. 285; 2007, c. 925; 2010, c. 171.