Stock Corporation Act; conforms provisions of Act to revisions to Model Business Corporation Act. (SB100)

Introduced By

Sen. Walter Stosch (R-Glen Allen)

Progress

√
 Introduced
√
 Passed Committee
√
 Passed House
√
 Passed Senate
☐
 Signed by Governor
√
 Became Law

Description

Virginia Stock Corporation Act.  Conforms provisions of the Virginia Stock Corporation Act to revisions to the Model Business Corporation Act prepared by the Business Law Section of the American Bar Association, and makes several clarifying revisions. Elements of the measure include (i) expanding provisions governing the electronic transmission of notices and other communications; (ii) providing that notice to a shareholder that is sent by U.S. mail is effective upon deposit in the U.S. Mail; currently, such mailings to shareholders are effective five days after mailing; (iii) authorizing corporate officers to make equity compensation awards; (iv) confirming shareholders' authority to adopt proxy access and proxy expense reimbursement bylaws; (v) permitting a board of directors to establish separate record dates for determining shareholders entitled to notices of, and to vote at, meetings; (vi) allowing shareholders to participate remotely in shareholders meetings; (vii) addressing the authority of a circuit court to resolve disputes relating to a vote by shareholders; (viii) repealing the existing provision that limits the power of the board of directors to alter the board's size to an amount not greater than 30 percent of its existing size; (ix) confirming the authority of a board of directors to require the corporation to provide indemnity, including advancement and reimbursement; (x) authorizing a corporation to obligate itself to provide indemnification, and advance funds to pay for or reimburse expenses, in advance of the act or omission giving rise to a proceeding; (xi) requiring class voting by affected classes with respect to mergers, unless otherwise provided in the articles of incorporation; and (xii) requiring that the articles of merger in a parent-subsidiary merger recite the Code section under which the merger is being effected. Amends § 13.1-603, § 13.1-604, § 13.1-610, § 13.1-614, § 13.1-624, § 13.1-633, § 13.1-635, § 13.1-646, § 13.1-656, § 13.1-657, § 13.1-658, § 13.1-660, § 13.1-660.2, § 13.1-661, § 13.1-664.1, § 13.1-669.1, § 13.1-672.1, § 13.1-675, § 13.1-686, § 13.1-689, § 13.1-699, § 13.1-704, § 13.1-714, § 13.1-718, § 13.1-720, § 13.1-721.1, § 13.1-725, § 13.1-730, § 13.1-733, § 13.1-734, § 13.1-770, § 13.1-771, § 13.1-772, § 13.1-773, § 13.1-774, § 13.1-779, of the Code of Virginia. View Full Text »

Outcome

Bill Has Passed

History

  • 01/06/2010 Prefiled and ordered printed; offered 01/13/10 10100412D
  • 01/06/2010 Referred to Committee on Commerce and Labor
  • 01/25/2010 Reported from Commerce and Labor with amendments (12-Y 0-N) (see vote tally)
  • 01/27/2010 Constitutional reading dispensed (40-Y 0-N) (see vote tally)
  • 01/28/2010 Read second time
  • 01/28/2010 Reading of amendments waived
  • 01/28/2010 Committee amendments agreed to
  • 01/28/2010 Engrossed by Senate as amended SB100E
  • 01/28/2010 Printed as engrossed 10100412D-E
  • 01/29/2010 Read third time and passed Senate (40-Y 0-N) (see vote tally)
  • 02/02/2010 Impact statement from SCC (SB100)
  • 02/02/2010 Impact statement from SCC (SB100E)
  • 02/08/2010 Placed on Calendar
  • 02/08/2010 Read first time
  • 02/08/2010 Referred to Committee on Commerce and Labor
  • 02/18/2010 Reported from Commerce and Labor (22-Y 0-N) (see vote tally)
  • 02/22/2010 Read second time
  • 02/23/2010 Read third time
  • 02/23/2010 Amendment by Delegate Janis agreed to
  • 02/23/2010 Engrossed by House as amended
  • 02/23/2010 Passed House with amendment BLOCK VOTE (99-Y 0-N)
  • 02/23/2010 VOTE: BLOCK VOTE PASSAGE (99-Y 0-N) (see vote tally)
  • 02/25/2010 House amendment agreed to by Senate (40-Y 0-N) (see vote tally)
  • 03/03/2010 Enrolled
  • 03/03/2010 Bill text as passed Senate and House (SB100ER)
  • 03/03/2010 Signed by Speaker
  • 03/04/2010 Impact statement from SCC (SB100ER)
  • 03/06/2010 Signed by President
  • 04/13/2010 Governor's recommendation received by Senate
  • 04/20/2010 Placed on Calendar
  • 04/21/2010 Senate concurred in Governor's recommendation (40-Y 0-N) (see vote tally)
  • 04/21/2010 House concurred in Governor's recommendation (95-Y 0-N)
  • 04/21/2010 VOTE: --- ADOPTION (95-Y 0-N) (see vote tally)
  • 04/21/2010 G Governor's recommendation adopted
  • 04/21/2010 Reenrolled
  • 04/21/2010 Reenrolled bill text (SB100ER2)
  • 04/21/2010 Signed by Speaker as reenrolled
  • 04/21/2010 Signed by President as reenrolled
  • 04/21/2010 Enacted, Chapter 782 (effective 7/1/10)
  • 04/21/2010 G Acts of Assembly Chapter text (CHAP0782)