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
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.
House: Bill text as passed House and Senate (HB1559ER) (committee substitute) — source
House: Presented and ordered printed 18105548D (committee substitute) — source
House: Printed as engrossed 18105548D-E (committee substitute) — source
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