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

Introduced By

Sen. Walter Stosch (R-Glen Allen)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


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. Read the Bill »


Bill Has Passed


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


This bill was discussed on the floor of the General Assembly. Below is all of the video that we have of that discussion, 1 clip in all, totaling 52 seconds.