Action without a meeting; articles of incorporation of a public corporation.
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SB 974 — Action without a meeting; articles of incorporation of a public corporation.
Last action — Governor's Action Deadline Midnight, April 9, 2018
No card. One bill, free forever — alerts when it moves.
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✓Introduced
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✓In Committee
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✓Passed Senate
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✓Passed House of Delegates
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✓To Executive
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6Enacted
This bill has been enacted into law. Introduced January 19, 2018. Enacted.
Prognosis
Where this bill stands today.
Odds of enactment
HighHow often bills like it became law.
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Enacted
Current position in the legislative process.
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1 sponsor
1 primary, 0 co-sponsors signed on.
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Cleared a recorded vote
Passed 6 recorded votes so far.
Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.
Summary
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
Bill Text
What changed in the latest version
22 added · 26 removedPlain-language change summary
The amended bill SB 974 clarifies the process for shareholders of stock corporations to take action without a formal meeting. It now requires that the written consents used to approve actions must be signed by all shareholders entitled to vote, ensuring that there is clear and documented agreement. This change is important because it aims to protect shareholders' rights by ensuring everyone has a chance to participate in significant decisions, even if they aren't physically present at a meeting.
SESSION history | hilite | pdf | print version 18105587DVIRGINIA SENATEACTS BILLOF NO.ASSEMBLY -- CHAPTER An Act to amend and reenact § 13.1-657 of the Code of Virginia, relating to stock corporations;
974action Senateby Amendmentsshareholders inwithout [meeting. ] February 12, 2018 A BILL to amend and reenact § 13.1-657 of the Code of Virginia, relating to [ stock corporations;
][S action974] by Approved [ withBe ait shareholdersenacted without by ]the meeting.General Assembly of Virginia:
---------- Patron Prior to Engrossment--Senator Chafin ---------- Referred to Committee on Commerce and Labor ---------- Be it enacted by the General Assembly of Virginia:
View plain text versions (3)
- Senate: Bill text as passed Senate and House (SB974ER) View text Current html February 27, 2018
- Engrossed Senate: Printed as engrossed 18105587D-E html February 12, 2018
- Senate: Presented and ordered printed 18105587D View text html January 19, 2018
Action History
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Governor's Action Deadline Midnight, April 9, 2018
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Enrolled Bill Communicated to Governor on March 5, 2018
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Signed by President
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Signed by Speaker
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Enrolled
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Passed House BLOCK VOTE (98-Y 0-N)
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Read third time
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Read second time
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Referred to Committee on Commerce and Labor
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Read first time
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Placed on Calendar
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Printed as engrossed 18105587D-E
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Engrossed by Senate as amended SB974E
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Committee amendments agreed to
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Reading of amendments waived
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Read second time
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Referred to Committee on Commerce and Labor
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Presented and ordered printed 18105587D
Sponsors
- A. Benton "Ben" Chafin · Primary
Sponsorship breakdown
Export CSV (upgrade) →1 sponsors · 0 co-sponsors · 147 not signed on
Sponsors (1)
- A. Benton "Ben" Chafin
Co-sponsors (0)
None.
Not signed on (147)
147 members have not signed on to this bill.
Show all 147 →"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.
Votes
| Party | Yea | Nay | Present | Not Voting |
|---|---|---|---|---|
| Unaffiliated | 98 | 0 | 0 | 0 |
| Total | 98 | 0 | 0 | 0 |
| % of votes cast | 100% | 0% | 0% | 0% |
How each member voted (98)
Roll call published as PDF — view source.
Roll call published as PDF — view source.
Roll call published as PDF — view source.
Roll call published as PDF — view source.
Roll call published as PDF — view source.
Subjects
Frequently asked questions
- What does SB 974 do?
- 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
- Who sponsors SB 974?
- SB 974 is sponsored by A. Benton "Ben" Chafin.
- What is the current status of SB 974?
- This bill has been enacted into law. Introduced January 19, 2018. Enacted.
- Where can I track SB 974?
- Track SB 974 free on One Click Politics — get push/email alerts when it moves.
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