Code of Virginia
Chapter 10 - Virginia Nonstock Corporation Act
§ 13.1-845. Members' list for meeting

A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a members' meeting. If the board of directors fixes a different record date to determine the members entitled to vote at the meeting, a corporation shall also prepare an alphabetical list of the names of all its members who are entitled to vote at the meeting. A list shall be arranged by voting group, and show the address of each member.
B. The members' list for notice shall be available for inspection by any member, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the county or city where the meeting will be held. A members' list for voting shall be similarly available for inspection promptly after the record date for voting. A member, or the member's agent or attorney, is entitled on written demand to inspect and, subject to the requirements set forth in subsection C of § 13.1-933, to copy a list, during the regular business hours and at the member's expense, during the period it is available for inspection.
C. If the meeting is to be held at a place, the corporation shall make the list of members entitled to vote available at the meeting, and any member, or the member's agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.
D. If the corporation refuses to allow a member, the member's agent, or the member's attorney to inspect a members' list before or at the meeting as provided in subsections B and C, or to copy a list as permitted by subsection B, the circuit court of the county or city where the corporation's principal office, or if none in the Commonwealth its registered office, is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
E. Refusal or failure to prepare or make available a members' list does not affect the validity of action taken at the meeting.
1985, c. 522; 2007, c. 925; 2010, c. 171; 2018, c. 265.

Structure Code of Virginia

Code of Virginia

Title 13.1 - Corporations

Chapter 10 - Virginia Nonstock Corporation Act

§ 13.1-801. Short title

§ 13.1-802. Reservation of power to amend or repeal

§ 13.1-803. Definitions

§ 13.1-804. Filing requirements

§ 13.1-804.1. Filing with the Commission pursuant to reorganization

§ 13.1-805. Issuance of certificate by Commission; recordation of documents

§ 13.1-806. Effective time and date of document

§ 13.1-807. Correcting filed articles

§ 13.1-808. Evidentiary effect of copy of filed document

§ 13.1-809. Certificate of good standing

§ 13.1-810. Notices and other communications

§ 13.1-810.1. Number of members

§ 13.1-811. Penalty for signing false documents

§ 13.1-812. Unlawful to transact or offer to transact business as a corporation unless authorized

§ 13.1-813. Hearing and finality of Commission action; injunctions

§ 13.1-814. Shares of stock and dividends prohibited

§ 13.1-814.1. Special provisions for community associations

§ 13.1-815. Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions

§ 13.1-815.1. Charter and entrance fees for corporations

§ 13.1-816. Fees for filing documents or issuing certificates

§ 13.1-817. Repealed

§ 13.1-818. Incorporators

§ 13.1-819. Articles of incorporation

§ 13.1-820. Issuance of certificate of incorporation

§ 13.1-821. Liability for preincorporation transactions

§ 13.1-822. Organization of corporation

§ 13.1-823. Bylaws

§ 13.1-824. Emergency bylaws

§ 13.1-825. Purposes

§ 13.1-826. General powers

§ 13.1-827. Emergency powers

§ 13.1-828. Ultra vires

§ 13.1-829. Corporate name

§ 13.1-830. Reserved name

§ 13.1-831. Registered name

§ 13.1-832. Repealed

§ 13.1-833. Registered office and registered agent

§ 13.1-834. Change of registered office or registered agent

§ 13.1-835. Resignation of registered agent

§ 13.1-836. Service on corporation

§ 13.1-837. Members

§ 13.1-838. Annual meeting

§ 13.1-839. Special meeting

§ 13.1-840. Court-ordered meeting

§ 13.1-841. Corporate action without meeting

§ 13.1-842. Notice of meeting

§ 13.1-843. Waiver of notice

§ 13.1-844. Record date

§ 13.1-844.1. Conduct of the meeting

§ 13.1-844.2. Remote participation in annual and special meetings

§ 13.1-845. Members' list for meeting

§ 13.1-846. Voting entitlement of members

§ 13.1-847. Proxies

§ 13.1-847.1. Voting procedures and inspectors of elections

§ 13.1-848. Corporation's acceptance of votes

§ 13.1-849. Quorum and voting requirements for voting groups

§ 13.1-850. Action by single and multiple voting groups

§ 13.1-851. Change in quorum or voting requirements

§ 13.1-852. Voting for directors; cumulative voting

§ 13.1-852.1. Member or director agreements

§ 13.1-852.2. Voting agreements

§ 13.1-853. Requirement for and duties of board of directors

§ 13.1-854. Qualification of directors

§ 13.1-855. Number and election of directors

§ 13.1-856. Election of directors by certain classes of members

§ 13.1-857. Terms of directors generally

§ 13.1-858. Staggered terms of directors

§ 13.1-859. Resignation of directors

§ 13.1-860. Removal of directors

§ 13.1-861. Judicial review of elections

§ 13.1-862. Vacancy on board of directors

§ 13.1-863. Compensation of directors

§ 13.1-864. Meetings of the board of directors

§ 13.1-865. Action without meeting of board of directors

§ 13.1-866. Notice of board of directors' meetings

§ 13.1-867. Waiver of notice by director

§ 13.1-868. Quorum and voting by directors

§ 13.1-869. Committees

§ 13.1-870. General standards of conduct for directors

§ 13.1-870.1. Limitation on liability of officers and directors; exception

§ 13.1-870.2. Limitation on liability of officers and directors; additional exception

§ 13.1-871. Director conflict of interests

§ 13.1-871.1. Business opportunities

§ 13.1-872. Required officers

§ 13.1-873. Duties of officers

§ 13.1-874. Resignation and removal of officers

§ 13.1-875. Definitions

§ 13.1-876. Authority to indemnify

§ 13.1-877. Mandatory indemnification

§ 13.1-878. Advance for expenses

§ 13.1-879. Repealed

§ 13.1-879.1. Court orders for advances, reimbursement or indemnification

§ 13.1-880. Determination and authorization of indemnification

§ 13.1-881. Indemnification of officers

§ 13.1-882. Insurance

§ 13.1-883. Application of article

§ 13.1-884. Authority to amend articles of incorporation

§ 13.1-885. Amendment of articles of incorporation by directors

§ 13.1-886. Amendment of articles of incorporation by directors and members

§ 13.1-887. Voting on amendments by voting groups

§ 13.1-887.1. Amendment prior to organization

§ 13.1-888. Articles of amendment

§ 13.1-889. Restated articles of incorporation

§ 13.1-890. Repealed

§ 13.1-891. Effect of amendment of articles of incorporation

§ 13.1-892. Amendment of bylaws by board of directors or members

§ 13.1-893. Bylaw provisions increasing quorum or voting requirements for directors

§ 13.1-893.1. Definitions

§ 13.1-894. Merger

§ 13.1-895. Action on plan of merger

§ 13.1-896. Articles of merger

§ 13.1-897. Effect of merger

§ 13.1-897.1. Abandonment of a merger

§ 13.1-898. Repealed

§ 13.1-898.1:1. Definitions

§ 13.1-898.2. Domestication

§ 13.1-898.3. Action on plan of domestication by a domestic corporation

§ 13.1-898.4. Articles of domestication

§ 13.1-898.5. Surrender of articles of incorporation upon domestication

§ 13.1-898.6. Effect of domestication

§ 13.1-898.7. Abandonment of domestication

§ 13.1-899. Sale of assets in regular course of business

§ 13.1-900. Sale of assets other than in regular course of business

§ 13.1-901. Sale of certain real property by incorporated educational institutions

§ 13.1-902. Dissolution by directors and members

§ 13.1-903. Dissolution by directors

§ 13.1-904. Articles of dissolution

§ 13.1-905. Revocation of dissolution

§ 13.1-906. Effect of dissolution

§ 13.1-907. Distribution and plan of distribution of assets

§ 13.1-908. Known claims against dissolved corporation

§ 13.1-908.1. Other claims against dissolved corporation

§ 13.1-908.2. Court proceedings

§ 13.1-908.3. Director duties

§ 13.1-909. Grounds for judicial dissolution

§ 13.1-910. Receivership or custodianship

§ 13.1-911. Decree of dissolution

§ 13.1-912. Articles of termination of corporate existence

§ 13.1-913. Termination of corporate existence by incorporators or initial directors

§ 13.1-914. Automatic termination of corporate existence

§ 13.1-915. Involuntary termination of corporate existence

§ 13.1-916. Reinstatement of a corporation that has ceased to exist

§ 13.1-917. Survival of remedy after termination of corporate existence

§ 13.1-918. Repealed

§ 13.1-919. Authority to transact business required

§ 13.1-920. Consequences of transacting business without authority

§ 13.1-921. Application for certificate of authority

§ 13.1-922. Amended certificate of authority

§ 13.1-923. Effect of certificate of authority

§ 13.1-924. Corporate name of foreign corporation

§ 13.1-925. Registered office and registered agent of foreign corporation

§ 13.1-926. Change of registered office or registered agent of a foreign corporation

§ 13.1-927. Resignation of registered agent of foreign corporation

§ 13.1-928. Service of process on foreign corporation

§ 13.1-928.1. Merger of foreign corporation authorized to transact business in Commonwealth

§ 13.1-928.2. Entity conversion of foreign corporation authorized to transact business in Commonwealth

§ 13.1-929. Withdrawal of foreign corporation

§ 13.1-930. Automatic revocation of certificate of authority

§ 13.1-931. Involuntary revocation of certificate of authority

§ 13.1-931.1. Reinstatement of foreign corporation whose certificate of authority has been withdrawn or revoked

§ 13.1-932. Corporate records

§ 13.1-933. Inspection of records by members

§ 13.1-934. Scope of inspection right

§ 13.1-935. Court-ordered inspection

§ 13.1-935.1. Inspection of records by directors

§ 13.1-936. Annual report of domestic and foreign corporations

§ 13.1-936.1. Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely

§ 13.1-936.2. Collection of unpaid bills for registration fees

§ 13.1-937. Application to existing corporations

§ 13.1-938. Application to certain social, patriotic and benevolent societies incorporated before year 1900; reports by such societies

§ 13.1-939. Saving provision

§ 13.1-940. Repealed

§ 13.1-941. Repealed

§ 13.1-941.01. Repealed

§ 13.1-944.1. Definitions

§ 13.1-944.2. Entity conversion

§ 13.1-944.3. Plan of entity conversion

§ 13.1-944.4. Action on plan of entity conversion

§ 13.1-944.5. Articles of entity conversion

§ 13.1-944.6. Effect of entity conversion

§ 13.1-944.7. Abandonment of entity conversion

§ 13.1-945. Property title records

§ 13.1-946. Reserved