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SB974

Action without a meeting; articles of incorporation of a public corporation.

Status:
Enacted

Chief Patron:
Ben Chafin (R)

Session:
2018 Regular Session

Summary

As Passed House of Origin. Stock corporations; action by shareholders without meeting.

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 HB 1559. (Less)

  • Bill History

  • 01/19/2018 - Senate: Presented and ordered printed 18105587D
  • 01/19/2018 - Senate: Referred to Committee on Commerce and Labor
  • 01/29/2018 - Senate: Impact statement from SCC (SB974)
  • 02/07/2018 - Senate: Reported from Commerce and Labor with amendments (14-Y 0-N)
  • 02/09/2018 - Senate: Constitutional reading dispensed (38-Y 0-N)
  • 02/12/2018 - Senate: Read second time
  • 02/12/2018 - Senate: Reading of amendments waived
  • 02/12/2018 - Senate: Committee amendments agreed to
  • 02/12/2018 - Senate: Engrossed by Senate as amended SB974E
  • 02/12/2018 - Senate: Printed as engrossed 18105587D-E
  • 02/12/2018 - Senate: Constitutional reading dispensed (40-Y 0-N)
  • 02/12/2018 - Senate: Passed Senate (40-Y 0-N)
  • 02/15/2018 - House: Placed on Calendar
  • 02/15/2018 - House: Read first time
  • 02/15/2018 - House: Referred to Committee on Commerce and Labor
  • 02/15/2018 - Senate: Impact statement from SCC (SB974E)
  • 02/20/2018 - House: Reported from Commerce and Labor (22-Y 0-N)
  • 02/22/2018 - House: Read second time
  • 02/23/2018 - House: Read third time
  • 02/23/2018 - House: Passed House BLOCK VOTE (98-Y 0-N)
  • 02/23/2018 - House: VOTE: BLOCK VOTE PASSAGE (98-Y 0-N)
  • 02/27/2018 - Senate: Enrolled
  • 02/27/2018 - Senate: Bill text as passed Senate and House (SB974ER)
  • 02/27/2018 - House: Signed by Speaker
  • 02/28/2018 - Senate: Impact statement from SCC (SB974ER)
  • 03/02/2018 - Senate: Signed by President
  • 03/05/2018 - Senate: Enrolled Bill Communicated to Governor on March 5, 2018
  • 03/05/2018 - Governor: Governor's Action Deadline Midnight, April 9, 2018
  • 03/19/2018 - Governor: Approved by Governor-Chapter 308 (effective 7/1/18)
  • 03/19/2018 - Governor: Acts of Assembly Chapter text (CHAP0308)

Full text and vote history:

Virginia Legislative Information System

RichmondSunlight.com

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