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Community Association Institute: Virgina Legislative
Action Committee
2010 Advocacy Highlights - Nonstock Corporation Act

Nonstock Corporation Act; Conforms Revisions to Model Business Corporation Act - Senate Bill 131 conforms provisions of the Virginia Nonstock Corporation Act to revisions to the Model Business Corporation Act prepared by the Business Law Section of the American Bar Association, and makes several technical or clarifying revisions. Provisions: (i) expand the governing of electronic transmission of notices and other communications; (ii) provide that notice to a member that is sent by U.S. mail is effective upon deposit in the U.S. mail; currently, such mailings to members are effective five days after mailing; (iii) require words in communications to be in the English language, unless otherwise agreed; (iv) permit a board of directors to establish separate record dates for determining members entitled to notices of, and to vote at meetings; (v) allow members to participate remotely in members' meetings; (vi) repeal 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; (vii) confirm the authority of a board of directors to require the corporation to provide indemnity, including advancement and reimbursement; (viii) authorize 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; and (ix) correct cross-references.  The bill also provides that, if inspectors for elections are utilized, the report of the inspectors is presumed correct in any court proceeding.  The LAC supported this bill and the bill passed.

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