Virginia Stock Corporation Act; changes to Act.
What changed between versions
Updated definitions for terms like 'Corporation' and 'Electronic record' to include specific formatting requirements (e.g., using § symbols) and clarify the scope of electronic transactions.
Added new Section 13.1-689.1 allowing corporations to submit matters to a shareholder vote even if the board later decides not to recommend them.
Added new Section 13.1-689.1 to clarify that shareholder agreements can eliminate the board of directors or restrict its discretion, provided specific disclosure and approval procedures are followed.
Modified Section 13.1-643 to explicitly authorize senior executive officers to approve the issuance or sale of shares, expanding the board's ability to delegate this power.
Modified Section 13.1-672.4 to clarify the burden of proof regarding disinterestedness in derivative proceedings, ensuring plaintiffs must prove directors were not impartial unless specific facts are alleged.
Corrected formatting inconsistencies in section numbers and citations throughout the text to align with standard legislative markup.