The Virginia Waiver Special Meeting of Shareholders is a significant event that allows shareholders of a Virginia corporation to waive certain corporate requirements or approve specific actions outside the regular shareholder meetings. This article aims to provide a detailed description of this meeting and its various types, focusing on relevant keywords. 1. Virginia Corporate Law: Understanding the basics Under the laws of Virginia, corporations are subject to certain regulatory obligations outlined in the Virginia Business Corporation Act (VBA). These obligations include holding annual shareholder meetings, electing directors, and approving corporate actions. However, a Virginia corporation has the flexibility to convene a special waiver meeting to address specific matters. 2. Virginia Waiver Special Meeting: An Introduction A Virginia Waiver Special Meeting of Shareholders is a gathering called by the corporation's board of directors to discuss and seek shareholder approval for a specific action that deviates from the regular course of business. The purpose is to obtain the shareholders' waiver or consent for a particular matter that requires their formal approval. 3. Typical Agenda Items In a Virginia Waiver Special Meeting, shareholders may be asked to consider diverse matters. This can include significant actions such as mergers, acquisitions, the dissolution of the corporation, amending the articles of incorporation, changing the bylaws, or issuing new shares. The agenda will clearly outline the details of the proposal and provide shareholders with relevant background information. 4. Types of Virginia Waiver Special Meetings a) Waiver Special Meeting for Bylaw Amendment: One type of Virginia Waiver Special Meeting deals with proposing changes to the corporation's bylaws. Shareholders may be asked to consider amendments related to voting procedures, directors' qualifications and responsibilities, or any other critical aspects specified in the bylaws. b) Waiver Special Meeting for Mergers and Acquisitions: In situations where a Virginia corporation intends to merge with another entity or wishes to acquire a different business, a Waiver Special Meeting is necessary to seek shareholders' approval. The meeting aims to discuss the terms, benefits, and potential risks associated with the proposed transaction. c) Waiver Special Meeting for Dissolution: When a Virginia corporation decides to cease its operations and dissolve the company, it must seek shareholders' consent through a Waiver Special Meeting. The meeting will outline the reasons for dissolution, provide a proposed plan of distribution for remaining assets, and seek approval for winding up the company's affairs. 5. Shareholder Voting and Required Majority For any matter in a Virginia Waiver Special Meeting, shareholders exercise their voting rights to either approve or reject the proposed action. The required majority could be a simple majority (more than 50% of shares represented and voting) or a super majority (two-thirds or a higher percentage as stipulated in the corporation's bylaws or articles of incorporation). 6. Notice Requirements and Documentation Under Virginia corporate law, corporations must provide notice to shareholders regarding a Waiver Special Meeting. The notice should clearly state the purpose, date, time, and location of the meeting. The corporation must comply with both statutory and internal bylaw requirements while giving notice. In conclusion, the Virginia Waiver Special Meeting of Shareholders allows a Virginia corporation to seek shareholders' approval for specific actions deviating from regular corporate processes. Different types of meetings may be convened to address diverse matters, such as amendment of bylaws, mergers and acquisitions, or corporate dissolution. The corporation must follow proper notice requirements and obtain the necessary majority of votes to proceed with the proposed action.
Virginia Waiver Special Meeting of Shareholders
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FAQ
A special meeting allows shareholders to remove the current board of directors and elect a new board. The following is an explanation of the procedures for calling a special meeting of the shareholders. Enclosed are copies of documents, which you can use for your meeting.
A. Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, in which case no action by the board of directors shall be required. § 13.1-657. Action without meeting - Virginia Law virginia.gov ? vacode ? chapter9 ? section13 virginia.gov ? vacode ? chapter9 ? section13
Shareholders' 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 shareholders who are entitled to notice of a shareholders' meeting. § 13.1-661. Shareholders' list for meeting - Virginia Law virginia.gov ? vacode ? chapter9 ? section13 virginia.gov ? vacode ? chapter9 ? section13
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter. § 13.1-688. Quorum and voting by directors - Virginia Law virginia.gov ? vacode ? chapter9 ? section13 virginia.gov ? vacode ? chapter9 ? section13
Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing, including an electronic transmission, to that effect received by the corporation's secretary before the start of the special meeting.
Number and election of directors. A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in ance with the articles of incorporation or bylaws. § 13.1-675. Number and election of directors - Virginia Law virginia.gov ? vacode ? chapter9 ? section13 virginia.gov ? vacode ? chapter9 ? section13
Special meetings of the shareholders may be called for any purpose or purposes, at any time, by the Chief Executive Officer; by the Chief Financial Officer; by the Board or any two or more members thereof; or by one or more shareholders holding not less than 10% of the voting power of all shares of the corporation ...
Corporations that don't consistently hold annual meetings may need to hold one without notice. The waiver of notice form is needed in order to document that all stockholders agree to the actions taken during the meeting, even though they may not have been present during it.
