---
type: "Bill"
title: "Action without a meeting; articles of incorporation of a public corporation."
description: "Creates an exception to the provision that authorizes shareholders of a corporation to act without a meeting by less than unanimous written consent of the shareholders. The exception states that if the articles of incorporation or bylaws of a public corporation allow the holders of 30 percent or fewer of all votes entitled to be cast to demand the calling of a special meeting of shareholders, such provision authorizing less-than-unanimous shareholder action shall not apply. A public corporation is a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. The measure does not apply if a public corporation's articles of incorporation authorized action by shareholders by less than unanimous consent as of April 1, 2018. This bill is identical to"
jurisdiction: "us/states/va"
legislature: "Virginia General Assembly"
session: "2018"
identifier: "HB 1559"
citation: "Virginia HB 1559 (2018)"
classification: ["bill"]
subjects: ["Corporations"]
status: "enacted"
primary_sponsors: ["Israel D. O'Quinn"]
version_count: 3
action_count: 17
vote_count: 5
first_action: "2018-01-19"
last_action: "2018-03-09"
source: "openstates"
source_identifier: "ocd-bill/a73b2800-2045-4126-b590-88a3f9008c54"
source_url: "http://lis.virginia.gov/cgi-bin/legp604.exe?181+sum+HB1559"
source_hash: "2991ab4bf94e15f5f3992e9a771f3682824a011ac471fdd91099f645b751c9bf"
vintage: "2026-07-01"
source_snapshot: "https://data.openstates.org/daily/2026-07-01/public.pgdump"
retrieved_at: "2026-07-06"
confidence: "reported"
tags: ["legislation", "bill", "us-va"]
---

# Virginia HB 1559 (2018) — Action without a meeting; articles of incorporation of a public corporation.

Creates an exception to the provision that authorizes shareholders of a corporation to act without a meeting by less than unanimous written consent of the shareholders. The exception states that if the articles of incorporation or bylaws of a public corporation allow the holders of 30 percent or fewer of all votes entitled to be cast to demand the calling of a special meeting of shareholders, such provision authorizing less-than-unanimous shareholder action shall not apply. A public corporation is a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. The measure does not apply if a public corporation's articles of incorporation authorized action by shareholders by less than unanimous consent as of April 1, 2018. This bill is identical to

## Version chain

The bill's text revisions, in order — the diff chain from filing to enrollment.

1. **House: Bill text as passed House and Senate (HB1559ER)** (committee substitute) — [source](http://lis.virginia.gov/cgi-bin/legp604.exe?181+ful+HB1559ER)
2. **House: Presented and ordered printed 18105548D** (committee substitute) — [source](http://lis.virginia.gov/cgi-bin/legp604.exe?181+ful+HB1559)
3. **House: Printed as engrossed 18105548D-E** (committee substitute) — [source](http://lis.virginia.gov/cgi-bin/legp604.exe?181+ful+HB1559E)

## Votes

- Read third time and passed House BLOCK VOTE — **98–0** (pass) · legislature
- Passed Senate — **40–0** (pass) · legislature
- Reported from Commerce and Labor with amendments — **22–0** (pass) · legislature
- Reported from Commerce and Labor — **11–0** (pass) · legislature
- Constitutional reading dispensed — **40–0** (pass) · legislature

## Sponsors

- Israel D. O'Quinn — primary (person)

## Timeline

The legislative action history — every referral, reading, and vote.

- **2018-01-19** Presented and ordered printed 18105548D `introduction`
- **2018-01-19** Referred to Committee on Commerce and Labor `referral-committee`
- **2018-02-01** Read first time `reading-1`
- **2018-02-02** Read second time `reading-2`
- **2018-02-02** Committee amendments agreed to
- **2018-02-02** Engrossed by House as amended HB1559E
- **2018-02-02** Printed as engrossed 18105548D-E
- **2018-02-05** Read third time and passed House BLOCK VOTE (98-Y 0-N) `passage, reading-3`
- **2018-02-06** Constitutional reading dispensed
- **2018-02-06** Referred to Committee on Commerce and Labor `referral-committee`
- **2018-02-22** Read third time `reading-3`
- **2018-02-26** Enrolled
- **2018-02-26** Signed by Speaker
- **2018-02-28** Signed by President
- **2018-03-02** Enrolled Bill communicated to Governor on March 2, 2018
- **2018-03-02** Governor's Action Deadline Midnight, March 9, 2018
- **2018-03-09** Approved by Governor-Chapter 267 (effective 7/1/18) `executive-signature`

## Source

OpenStates / OpenCivicData bulk snapshot [2026-07-01](https://data.openstates.org/daily/2026-07-01/public.pgdump); origin `ocd-bill/a73b2800-2045-4126-b590-88a3f9008c54`. Confidence: reported (aggregated from official Virginia legislature records).