Virginia, VA asked in Business Law for Virginia

Q: May a Private corporation in Virginia have non-voting board members?

May a corporation chartered in Virginia that is privately owned with stockholders designate a board member who is non voting when their corporate documents (By Laws and Articles of Incorporation) do not address voting rights of Directors?

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1 Lawyer Answer
Mr. Andrew T. Bodoh
Mr. Andrew T. Bodoh
Answered
  • Richmond, VA
  • Licensed in Virginia

A: The Virginia law pretty clearly implies that every director has to have the right to vote. Doing otherwise could cause a court to invalidate action taken by the board of directors on a close vote.

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