Code of Virginia (Last Updated:July 28, 2020) |
TITLE 13.1. Corporations |
CHAPTER 10. Virginia Nonstock Corporation Act |
ARTICLE 15. Records and Reports |
SECTION 13.1-932. Corporate records |
A. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. B. A corporation shall maintain appropriate accounting records. C. A corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, if any. D. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. E. A corporation shall keep a copy of the following records: 1. Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to members referred to in subdivision L 5 of § 13.1-804 regarding facts on which a filed document is dependent; 2. Its bylaws or restated bylaws and all amendments to them currently in effect; 3. Resolutions adopted by its board of directors creating one or more classes of members, and fixing their relative rights, preferences, and limitations; 4. The minutes of all members' meetings, and records of all action taken by members without a meeting, for the past three years; 5. All written communications to members generally within the past three years; 6. A list of the names and business addresses of its current directors and officers; and 7. Its most recent annual report delivered to the Commission under § 13.1-804 . Code 1950, § 13.1-228; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 13.1-804 . |