13.1-664.1 - Voting procedures and inspectors of elections.
§ 13.1-664.1. Voting procedures and inspectors of elections.
A. A public corporation shall, and any other corporation may, appoint one ormore inspectors to act at a meeting of shareholders and make a written reportof the inspector's determinations. The corporation may designate one or morepersons as alternate inspectors to replace any inspector who fails to act. Ifno inspector or alternate is able to act at a meeting of shareholders, theperson presiding at the meeting shall appoint one or more inspectors to actat the meeting. Each inspector, before entering upon the discharge of hisduties, shall take and sign an oath faithfully to execute the duties ofinspector with strict impartiality and according to the best of his ability.
B. The inspectors shall (i) ascertain the number of shares outstanding andthe voting power of each, (ii) determine the shares represented at a meetingand the validity of proxies and ballots, (iii) count all votes, (iv)determine and retain for a reasonable period a record of the disposition ofany challenges made to any determination by the inspectors, and (v) certifytheir determination of the number of shares represented at the meeting andtheir count of all votes. The inspectors may appoint or retain other personsor entities to assist the inspectors in the performance of the duties of theinspectors. In any court proceeding there shall be a rebuttable presumptionthat the report of the inspectors is correct.
C. No ballot, proxies or votes, nor any revocations thereof or changesthereto, shall be accepted by the inspectors after the closing of the pollsunless the circuit court of the city or county where the corporation'sprincipal office is located or, if none in this Commonwealth, where itsregistered office is located, upon application by a shareholder, shalldetermine otherwise.
D. In determining the validity of proxies and ballots and in counting thevotes, the inspectors shall be limited to an examination of the proxies, anyenvelopes submitted with those proxies, any information provided inaccordance with subsection B of § 13.1-663, ballots and the regular books andrecords of the corporation, except that the inspectors may consider otherreliable information for the limited purpose of reconciling proxies andballots submitted by or on behalf of banks, brokers, their nominees orsimilar persons that represent more votes than the holder of a proxy isauthorized by the record owner to cast or more votes than the shareholderholds of record. If the inspectors consider other reliable information forthe limited purpose permitted herein, the inspectors at the time they maketheir certification pursuant to clause (v) of subsection B shall specify theprecise information considered by them including the person or persons fromwhom they obtained the information, when the information was obtained, themeans by which the information was obtained and the basis for the inspectors'belief that such information is accurate and reliable.
E. If authorized by the board of directors, any shareholder vote to be takenby written ballot may be satisfied by a ballot submitted by electronictransmission by the shareholder or the shareholder's proxy, provided that anysuch electronic transmission shall either set forth or be submitted withinformation from which it can be determined that the electronic transmissionwas authorized by the shareholder or the shareholder's proxy.
(1991, c. 405; 2002, c. 285; 2005, c. 765; 2010, c. 782.)