A. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
B. A corporation shall maintain appropriate accounting records.
C. A corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, if any.
D. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
E. A corporation shall keep a copy of the following records:
1. Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to members referred to in subdivision L 5 of § 13.1-804 regarding facts on which a filed document is dependent;
2. Its bylaws or restated bylaws and all amendments to them currently in effect;
3. Resolutions adopted by its board of directors creating one or more classes of members, and fixing their relative rights, preferences, and limitations;
4. The minutes of all members' meetings, and records of all action taken by members without a meeting, for the past three years;
5. All written communications to members generally within the past three years;
6. A list of the names and business addresses of its current directors and officers; and
7. Its most recent annual report delivered to the Commission under § 13.1-936.
Code 1950, § 13.1-228; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.
Structure Code of Virginia
Chapter 10 - Virginia Nonstock Corporation Act
§ 13.1-802. Reservation of power to amend or repeal
§ 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
§ 13.1-815.1. Charter and entrance fees for corporations
§ 13.1-816. Fees for filing documents or issuing certificates
§ 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
§ 13.1-833. 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
§ 13.1-840. Court-ordered meeting
§ 13.1-841. Corporate action without meeting
§ 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
§ 13.1-847.1. 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
§ 13.1-870. 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
§ 13.1-873. Duties of officers
§ 13.1-874. Resignation and removal of officers
§ 13.1-876. Authority to indemnify
§ 13.1-877. Mandatory indemnification
§ 13.1-878. Advance for expenses
§ 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
§ 13.1-883. 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
§ 13.1-891. 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
§ 13.1-895. Action on plan of merger
§ 13.1-896. Articles of merger
§ 13.1-897.1. Abandonment of a merger
§ 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
§ 13.1-909. 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
§ 13.1-919. 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
§ 13.1-929. Withdrawal of foreign corporation
§ 13.1-930. Automatic revocation of certificate of authority
§ 13.1-931. Involuntary revocation of certificate of authority
§ 13.1-933. 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
§ 13.1-936.2. Collection of unpaid bills for registration fees
§ 13.1-937. Application to existing corporations
§ 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