13.1-654 - Annual meeting.
§ 13.1-654. Annual meeting.
A. Unless directors are elected by written consent in lieu of an annualmeeting as permitted by § 13.1-657, a corporation shall hold a meeting ofshareholders annually at a time stated in or fixed in accordance with thebylaws, except that a corporation registered under the Investment Company Actof 1940 is not required to hold an annual meeting in any year in which theelection of directors is not required to be held under the Investment CompanyAct of 1940 unless the articles of incorporation or bylaws of the corporationrequire an annual meeting to be held.
B. Annual shareholders' meetings may be held at such place, in or out of theCommonwealth, as may be provided in the bylaws or, where not inconsistentwith the bylaws, in the notice of the meeting.
C. If the articles of incorporation or bylaws so provide, shareholders mayparticipate in an annual meeting by use of any means of communication bywhich all shareholders participating may simultaneously hear each otherduring the meeting. A shareholder participating in a meeting by this means isdeemed to be present in person at the meeting.
D. The failure to hold an annual meeting at the time stated in or fixed inaccordance with a corporation's bylaws does not affect the validity of anycorporate action.
(Code 1950, § 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1990, c.228; 2003, c. 728; 2005, c. 765; 2007, c. 165.)