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- Subject Index: Since 1995
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2010 SESSION
SB 100 Stock Corporation Act; conforms provisions of Act to revisions to Model Business Corporation Act.
Introduced by: Walter A. Stosch | all patrons ... notes | add to my profiles
SUMMARY AS INTRODUCED:
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.
FULL TEXT
- 01/06/10 Senate: Prefiled and ordered printed; offered 01/13/10 10100412D pdf | impact statement
- 01/28/10 Senate: Printed as engrossed 10100412D-E pdf | impact statement
- 03/03/10 Senate: Bill text as passed Senate and House (SB100ER) pdf | impact statement
- 04/21/10 Senate: Reenrolled bill text (SB100ER2) pdf
- 04/21/10 Governor: Acts of Assembly Chapter text (CHAP0782) pdf
AMENDMENTS
HISTORY
- 01/06/10 Senate: Prefiled and ordered printed; offered 01/13/10 10100412D
- 01/06/10 Senate: Referred to Committee on Commerce and Labor
- 01/25/10 Senate: Reported from Commerce and Labor with amendments (12-Y 0-N)
- 01/27/10 Senate: Constitutional reading dispensed (40-Y 0-N)
- 01/28/10 Senate: Read second time
- 01/28/10 Senate: Reading of amendments waived
- 01/28/10 Senate: Committee amendments agreed to
- 01/28/10 Senate: Engrossed by Senate as amended SB100E
- 01/28/10 Senate: Printed as engrossed 10100412D-E
- 01/29/10 Senate: Read third time and passed Senate (40-Y 0-N)
- 02/08/10 House: Placed on Calendar
- 02/08/10 House: Read first time
- 02/08/10 House: Referred to Committee on Commerce and Labor
- 02/18/10 House: Reported from Commerce and Labor (22-Y 0-N)
- 02/22/10 House: Read second time
- 02/23/10 House: Read third time
- 02/23/10 House: Amendment by Delegate Janis agreed to
- 02/23/10 House: Engrossed by House as amended
- 02/23/10 House: Passed House with amendment BLOCK VOTE (99-Y 0-N)
- 02/23/10 House: VOTE: BLOCK VOTE PASSAGE (99-Y 0-N)
- 02/25/10 Senate: House amendment agreed to by Senate (40-Y 0-N)
- 03/03/10 Senate: Enrolled
- 03/03/10 Senate: Bill text as passed Senate and House (SB100ER)
- 03/03/10 House: Signed by Speaker
- 03/06/10 Senate: Signed by President
- 04/13/10 Senate: Governor's recommendation received by Senate
- 04/20/10 Senate: Placed on Calendar
- 04/21/10 Senate: Senate concurred in Governor's recommendation (40-Y 0-N)
- 04/21/10 House: House concurred in Governor's recommendation (95-Y 0-N)
- 04/21/10 House: VOTE: --- ADOPTION (95-Y 0-N)
- 04/21/10 Governor: Governor's recommendation adopted
- 04/21/10 House: Reenrolled
- 04/21/10 Senate: Reenrolled bill text (SB100ER2)
- 04/21/10 House: Signed by Speaker as reenrolled
- 04/21/10 Senate: Signed by President as reenrolled
- 04/21/10 House: Enacted, Chapter 782 (effective 7/1/10)
- 04/21/10 Governor: Acts of Assembly Chapter text (CHAP0782)