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VA:13.1-822
|
13.1-822
|
Organization of corporation
|
<p>A. After incorporation:</p><p>1. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by adopting bylaws, appointing officers, and carrying on any other business brought before the meeting or</p><p>2. If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:</p><p>a. To elect a board of directors and complete the organization of the corporation; or</p><p>b. To elect directors who shall complete the organization of the corporation.</p><p>B. Action required or permitted by this Act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.</p><p>C. An organizational meeting may be held in or out of the Commonwealth.</p><p>Code 1950, § 13.1-234; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-822/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-823
|
13.1-823
|
Bylaws
|
<p>A. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.</p><p>B. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.</p><p>Code 1950, §§ 13-234, 13.1-212; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0171'>171</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-823/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-824
|
13.1-824
|
Emergency bylaws
|
<p>A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:</p><p>1. Procedures for calling a meeting of the board of directors;</p><p>2. Quorum requirements for the meeting; and</p><p>3. Designation of additional or substitute directors.</p><p>B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.</p><p>C. Corporate action taken in good faith in accordance with the emergency bylaws:</p><p>1. Binds the corporation; and</p><p>2. May not be used to impose liability on a corporate director, officer, employee or agent.</p><p>D. An emergency exists for purposes of this section if a quorum of the corporation's board of directors cannot readily be assembled because of some catastrophic event.</p><p>Code 1950, § 13.1-212.1; 1962, c. 102; 1975, c. 500; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-824/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-825
|
13.1-825
|
Purposes
|
<p>Every corporation incorporated under this Act has the purpose of engaging in any lawful activity, unless:</p><p>1. A statute requires the corporation to issue shares or one of the purposes of the corporation is to conduct the business of a public service company other than a sewer company; or</p><p>2. A more limited purpose is (i) set forth in the articles of incorporation or (ii) required to be set forth in the articles of incorporation by any other law of the Commonwealth.</p><p>Code 1950, § 13.1-204; 1956, c. 428; 1958, c. 564; 1960, c. 296; 1971, Ex. Sess., c. 98; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-825/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-826
|
13.1-826
|
General powers
|
<p>A. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:</p><p>1. To sue and be sued, complain and defend, in its corporate name;</p><p>2. To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;</p><p>3. To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;</p><p>4. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;</p><p>5. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal with shares or other interests in, or obligations of, any other entity;</p><p>6. To make contracts and guarantees, incur liabilities, borrow money, and issue its notes, bonds, and other obligations, which may be convertible into, or include the option to purchase, other securities or property of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;</p><p>7. To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;</p><p>8. To transact its business, locate offices, and exercise the powers granted by this chapter within or without the Commonwealth;</p><p>9. To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;</p><p>10. To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the Commonwealth;</p><p>11. To make donations for the public welfare or for religious, charitable, scientific, literary or educational purposes;</p><p>12. To pay pensions and establish pension plans, pension trusts, profit-sharing plans, bonus plans, and benefit and incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation or any of its subsidiaries;</p><p>13. To insure for its benefit the life of any of its directors, officers, or employees and to continue such insurance after the relationship terminates;</p><p>14. To make payments or donations or do any other act not inconsistent with this section or any other applicable law that furthers the business and affairs of the corporation;</p><p>15. To pay compensation or to pay additional compensation to any or all directors, officers, and employees on account of services previously rendered to the corporation, whether or not an agreement to pay such compensation was made before such services were rendered;</p><p>16. To cease its corporate activities and surrender its corporate franchise; and</p><p>17. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.</p><p>B. Each corporation other than a banking corporation, an insurance corporation, a savings institution or a credit union shall have power to enter into partnership agreements, joint ventures or other associations of any kind with any person or persons. The foregoing limitations on banking corporations, insurance corporations, savings institutions, and credit unions shall not apply to the purchase by any such entity of any security of a limited liability company.</p><p>C. Privileges and powers conferred and restrictions and requirements imposed by other titles of the Code on railroads or other public service companies, banking corporations, insurance corporations, savings institutions, credit unions, industrial loan associations or other special types of corporations shall not be deemed repealed or amended by any provision of this chapter except where specifically so provided.</p><p>D. Each corporation which is deemed a private foundation, as defined in § 509 of the Internal Revenue Code, unless its articles of incorporation expressly provide otherwise, shall distribute its income and, if necessary, principal, for each taxable year at such time and in such manner as not to subject such corporation to tax under § 4942 of the Internal Revenue Code. Such corporation shall not engage in any act of self-dealing, as defined in § 4941(d) of the Internal Revenue Code, retain any excess business holdings, as defined in § 4943(c) of the Internal Revenue Code, make any investments in such manner as to give rise to liability for the tax imposed by § 4944 of the Internal Revenue Code, or make any taxable expenditures, as defined in § 4945(d) of the Internal Revenue Code. This subsection shall apply to any corporation organized after December 31, 1969, under this chapter or under the Virginia Nonstock Corporation Act (§ 13.1-201 et seq.) enacted by Chapter 428 of the Acts of Assembly of 1956; and to any corporation organized before January 1, 1970, only for its taxable years beginning on and after January 1, 1972, unless the exceptions provided in § 508(e)(2)(B) or (C) of the Internal Revenue Code shall apply or unless the board of directors of such corporation shall elect that such restrictions as contained in this subsection shall not apply by filing written notice of such election with the Attorney General and the clerk of the Commission on or before December 31, 1971. Each reference to a section of the Internal Revenue Code made in this subsection shall include future amendments to such Code sections and corresponding provisions of future internal revenue laws.</p><p>Code 1950, § 13.1-204.1; 1975, c. 500; 1985, c. 522; 1996, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?961+ful+CHAP0077'>77</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0611'>611</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-826/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-827
|
13.1-827
|
Emergency powers
|
<p>A. In anticipation of or during an emergency defined in subsection D, the board of directors of a corporation may:</p><p>1. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and</p><p>2. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.</p><p>B. During an emergency defined in subsection D, unless emergency bylaws provide otherwise:</p><p>1. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and</p><p>2. One or more officers of the corporation present at a meeting of the board of directors may be deemed by a majority of the directors present at the meeting to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.</p><p>C. Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:</p><p>1. Binds the corporation; and</p><p>2. May not be used to impose liability on a director, officer, employee, or agent of the corporation.</p><p>D. An emergency exists for purposes of this section if a quorum of the corporation's board of directors cannot readily be assembled because of some catastrophic event.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-827/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-828
|
13.1-828
|
Ultra vires
|
<p>A. Except as provided in subsection B, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.</p><p>B. A corporation's power to act may be challenged:</p><p>1. In a proceeding by a member or a director against the corporation to enjoin the act;</p><p>2. In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former officer, director, employee, or agent of the corporation; or</p><p>3. In a proceeding against a corporation before the Commission.</p><p>C. In a proceeding by a member or a director under subdivision B 1 to enjoin an unauthorized corporate act, the court may enjoin or set aside the act and may award damages for loss, except anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.</p><p>Code 1950, § 13.1-206; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-828/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-829
|
13.1-829
|
Corporate name
|
<p>A. A corporate name shall not contain:</p><p>1. Any word or phrase that indicates or implies that it is organized for the purpose of conducting any business other than a business that it is authorized to conduct;</p><p>2. The word "redevelopment" unless the corporation is organized as an urban redevelopment corporation pursuant to Chapter 190 of the Acts of Assembly of 1946, as amended;</p><p>3. Any word, abbreviation, or combination of characters that states or implies the corporation is a limited liability company, a limited partnership, a registered limited liability partnership, or a protected series of a series limited liability company; or</p><p>4. Any word or phrase that is prohibited by law for such corporation.</p><p>B. Except as authorized by subsection C, a corporate name shall be distinguishable upon the records of the Commission from:</p><p>1. The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of the Commonwealth or authorized to transact business in the Commonwealth;</p><p>2. A corporate name reserved or registered under § <a href='/vacode/13.1-631/'>13.1-631</a>, <a href='/vacode/13.1-632/'>13.1-632</a>, <a href='/vacode/13.1-830/'>13.1-830</a> or <a href='/vacode/13.1-831/'>13.1-831</a>;</p><p>3. The designated name adopted by a foreign corporation, whether issuing shares or not issuing shares, because its real name is unavailable for use in the Commonwealth;</p><p>4. The name of a domestic limited liability company or a foreign limited liability company registered to transact business in the Commonwealth;</p><p>5. A limited liability company name reserved under § <a href='/vacode/13.1-1013/'>13.1-1013</a>;</p><p>6. The designated name adopted by a foreign limited liability company because its real name is unavailable for use in the Commonwealth;</p><p>7. The name of a domestic business trust or a foreign business trust registered to transact business in the Commonwealth;</p><p>8. A business trust name reserved under § <a href='/vacode/13.1-1215/'>13.1-1215</a>;</p><p>9. The designated name adopted by a foreign business trust because its real name is unavailable for use in the Commonwealth;</p><p>10. The name of a domestic limited partnership or a foreign limited partnership registered to transact business in the Commonwealth;</p><p>11. A limited partnership name reserved under § <a href='/vacode/50-73.3/'>50-73.3</a>; and</p><p>12. The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth.</p><p>C. A domestic corporation may apply to the Commission for authorization to use a name that is not distinguishable upon the Commission's records from one or more of the names described in subsection B. The Commission shall authorize use of the name applied for if the other entity consents to the use in writing and submits an undertaking in form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying corporation.</p><p>D. The use of assumed names or fictitious names, as provided for in Chapter 5 (§ <a href='/vacode/59.1-69/'>59.1-69</a> et seq.) of Title 59.1, is not affected by this chapter.</p><p>E. The Commission, in determining whether a corporate name is distinguishable upon its records from the name of any of the business entities listed in subsection B, shall not consider any word, phrase, abbreviation, or designation required or permitted under § <a href='/vacode/13.1-544.1/'>13.1-544.1</a>, subsection A of § <a href='/vacode/13.1-630/'>13.1-630</a>, subsection A of § <a href='/vacode/13.1-1012/'>13.1-1012</a>, § <a href='/vacode/13.1-1104/'>13.1-1104</a>, subsection A of § <a href='/vacode/50-73.2/'>50-73.2</a>, and subdivision A 2 of § <a href='/vacode/50-73.78/'>50-73.78</a> to be contained in the name of a business entity formed or organized under the laws of the Commonwealth or authorized or registered to transact business in the Commonwealth.</p><p>Code 1950, § 13.1-207; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1986, c. 232; 2003, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?031+ful+CHAP0592'>592</a>; 2005, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?051+ful+CHAP0379'>379</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2009, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?091+ful+CHAP0216'>216</a>; 2012, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?121+ful+CHAP0063'>63</a>; 2021, Sp. Sess. I, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?212+ful+CHAP0487'>487</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-829/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-830
|
13.1-830
|
Reserved name
|
<p>A. A person may apply to the Commission to reserve the exclusive use of a corporate name, including a designated name for a foreign corporation. If the Commission finds that the corporate name applied for is distinguishable upon the records of the Commission, it shall reserve the name for the applicant's exclusive use for a 120-day period.</p><p>B. The owner of a reserved corporate name may renew the reservation for successive periods of 120 days each by filing with the Commission, during the 45-day period preceding the date of expiration of the reservation, a renewal application.</p><p>C. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Commission a notice of the transfer, signed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.</p><p>D. A reserved corporate name may be used by its owner in connection with (i) the formation of, or an amendment to change the name of, a domestic stock or nonstock corporation, limited liability company, business trust, or limited partnership; (ii) an application for a certificate of authority or registration to transact business in the Commonwealth as a foreign stock or nonstock corporation, limited liability company, business trust, or limited partnership; or (iii) an amended application for such authority or registration, provided that the proposed name complies with the provisions of § <a href='/vacode/13.1-630/'>13.1-630</a>, <a href='/vacode/13.1-762/'>13.1-762</a>, <a href='/vacode/13.1-829/'>13.1-829</a>, <a href='/vacode/13.1-924/'>13.1-924</a>, <a href='/vacode/13.1-1012/'>13.1-1012</a>, <a href='/vacode/13.1-1054/'>13.1-1054</a>, <a href='/vacode/13.1-1214/'>13.1-1214</a>, <a href='/vacode/13.1-1244/'>13.1-1244</a>, <a href='/vacode/50-73.2/'>50-73.2</a>, or <a href='/vacode/50-73.56/'>50-73.56</a>, as the case may be.</p><p>Code 1950, § 13.1-207.1; 1975, c. 500; 1985, c. 522; 2006, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?061+ful+CHAP0505'>505</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0444'>444</a>; 2021, Sp. Sess. I, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?212+ful+CHAP0487'>487</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-830/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-831
|
13.1-831
|
Registered name
|
<p>A. A foreign corporation may register its corporate name, or its corporate name with any addition required by § <a href='/vacode/13.1-924/'>13.1-924</a>, if the name is distinguishable upon the records of the Commission.</p><p>B. A foreign corporation registers its corporate name, or its corporate name with any addition required by § <a href='/vacode/13.1-924/'>13.1-924</a>, by filing with the Commission (i) an application setting forth its corporate name, or its corporate name with any addition required by § <a href='/vacode/13.1-924/'>13.1-924</a>, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged and (ii) a certificate setting forth that such corporation is in good standing, or a document of similar import, from the state or country of incorporation, executed by the official who has custody of the records pertaining to corporations.</p><p>C. Except as provided in subsection F, registration is effective for one year after the date an application is filed.</p><p>D. If the Commission finds that the corporate name applied for is available, it shall register the name for the applicant's exclusive use.</p><p>E. A foreign corporation whose registration is effective may renew it for the succeeding year by filing with the Commission, during the 60-day period preceding the date of expiration of the registration, a renewal application that complies with the requirements of subsection B. The renewal application is effective when filed in accordance with this section and, except as provided in subsection F, renews the registration for one year after the date the registration would have expired if such subsequent renewal of the registration had not occurred.</p><p>F. A foreign corporation whose registration is effective may thereafter obtain a certificate of authority to transact business in the Commonwealth under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in the Commonwealth. The registration terminates when the domestic corporation is incorporated or the foreign corporation obtains a certificate of authority to transact business in the Commonwealth or consents to the authorization of another foreign corporation to transact business in the Commonwealth under the registered name.</p><p>G. A foreign corporation that has in effect a registration of its corporate name may release such name by filing a notice of release of a registered name with the Commission.</p><p>Code 1950, § 13.1-207.2; 1975, c. 500; 1981, c. 522; 1985, c. 522; 1995, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?951+ful+CHAP0114'>114</a>; 2002, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?021+ful+CHAP0607'>607</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2021, Sp. Sess. I, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?212+ful+CHAP0487'>487</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-831/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-832
|
13.1-832
|
Repealed
|
<p>Repealed by Acts 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0771'>771</a>, cl. 2.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-832/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-833
|
13.1-833
|
Registered office and registered agent
|
<p>A. Each corporation shall continuously maintain in the Commonwealth:</p><p>1. A registered office that may be the same as any of its places of business; and</p><p>2. A registered agent, who shall be:</p><p>a. An individual who is a resident of the Commonwealth and either an officer or director of the corporation or a member of the Virginia State Bar, and whose business office is identical with the registered office; or</p><p>b. A domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; provided such a registered agent (i) shall not be its own registered agent and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return.</p><p>B. The sole duty of the registered agent is to forward to the corporation at its last known address any process, notice or demand that is served on the registered agent.</p><p>Code 1950, § 13.1-208; 1956, c. 428; 1976, c. 4; 1985, c. 522; 1993, c. 113; 2000, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?001+ful+CHAP0162'>162</a>; 2001, cc. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?011+ful+CHAP0517'>517</a>, <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?011+ful+CHAP0541'>541</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-833/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-834
|
13.1-834
|
Change of registered office or registered agent
|
<p>A. A corporation may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:</p><p>1. The name of the corporation;</p><p>2. The address of its current registered office;</p><p>3. If the current registered office is to be changed, the post-office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;</p><p>4. The name of its current registered agent;</p><p>5. If the current registered agent is to be changed, the name of the new registered agent; and</p><p>6. That after the change or changes are made, the corporation will be in compliance with the requirements of § <a href='http://law.lis.virginia.gov/vacode/13.1-833/'>13.1-833</a>.</p><p>B. A statement of change shall forthwith be filed with the Commission by a corporation whenever its registered agent dies, resigns or ceases to satisfy the requirements of § <a href='http://law.lis.virginia.gov/vacode/13.1-833/'>13.1-833</a>.</p><p>C. A corporation's registered agent may sign a statement as required above if (i) the business address of the registered agent changes to another post office address within the Commonwealth or (ii) the name of the registered agent has been legally changed. A corporation's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent is a business entity that has been merged into the new registered agent, (b) the instrument of merger is on record in the office of the clerk of the Commission, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to § <a href='http://law.lis.virginia.gov/vacode/13.1-833/'>13.1-833</a>. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above, which shall recite that a copy of the statement shall be mailed to the principal office address of the corporation on or before the business day following the day on which the statement is filed.</p><p>Code 1950, § 13.1-209; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1976, c. 4; 1985, c. 522; 1986, c. 622; 1987, c. 183; 1988, c. 405; 2003, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?031+ful+CHAP0597'>597</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0434'>434</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-834/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-835
|
13.1-835
|
Resignation of registered agent
|
<p>A. A registered agent may resign as agent for the corporation by signing and filing with the Commission a statement of resignation stating (i) the name of the corporation, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agent for the corporation. The statement of resignation shall be accompanied by a certification that the registered agent will have a copy of the statement mailed to the principal office of the corporation by certified mail on or before the business day following the day on which the statement is filed. When the statement of resignation takes effect, the registered office is also discontinued.</p><p>B. A statement of resignation takes effect on the earlier of (i) 12:01 a.m. on the thirty-first day after the date on which the statement was filed or (ii) the date on which a statement of change to appoint a registered agent is filed, in accordance with § <a href='/vacode/13.1-834/'>13.1-834</a>, with the Commission.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0434'>434</a>; 2021, Sp. Sess. I, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?212+ful+CHAP0487'>487</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-835/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-836
|
13.1-836
|
Service on corporation
|
<p>A. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. The registered agent may by instrument in writing, acknowledged before a notary public, designate a natural person or persons in the office of the registered agent upon whom any such process, notice or demand may be served and may, by instrument in writing, authorize service of process by facsimile by the sheriff, provided acknowledgement of receipt of service is returned by facsimile to the sheriff. Whenever any person so designated by the registered agent accepts service of process or whenever service is by facsimile, a photographic copy of the instruments designating the person or authorizing the method of service and receipt shall be attached to the return.</p><p>B. Whenever a corporation fails to appoint or maintain a registered agent in the Commonwealth, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the clerk of the Commission shall be an agent of the corporation upon whom service may be made in accordance with § <a href='http://law.lis.virginia.gov/vacode/12.1-19.1/'>12.1-19.1</a>.</p><p>C. This section does not prescribe the only means, or necessarily the required means, of serving a corporation.</p><p>Code 1950, §§ 13-12, 13-14, 13.1-210; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1986, c. 622; 1991, c. 672; 2001, cc. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?011+ful+CHAP0517'>517</a>, <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?011+ful+CHAP0541'>541</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-836/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-837
|
13.1-837
|
Members
|
<p>A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or, if the articles of incorporation so provide, in the bylaws. A corporation may issue certificates evidencing membership interests therein. Membership interests shall not be transferable. Members shall not have voting or other rights except as provided in the articles of incorporation or if the articles of incorporation so provide, in the bylaws. Members of any corporation existing on January 1, 1957, shall continue to have the same voting and other rights as before January 1, 1957, until changed by amendment of the articles of incorporation.</p><p>Code 1950, § 13.1-211; 1956, c. 428; 1958, c. 564; 1982, c. 182; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-837/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-838
|
13.1-838
|
Annual meeting
|
<p>A. A corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws.</p><p>B. Except as otherwise determined by the board of directors acting pursuant to subsection C of § <a href='/vacode/13.1-844.2/'>13.1-844.2</a>, meetings of members may be held at such place, in or out of the Commonwealth, as may be provided in the bylaws or, where not inconsistent with the bylaws, in the notice of the meeting.</p><p>C. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.</p><p>Code 1950, § 13.1-213; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2012, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?121+ful+CHAP0706'>706</a>; 2018, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?181+ful+CHAP0265'>265</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-838/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-839
|
13.1-839
|
Special meeting
|
<p>A. A corporation shall hold a special meeting of members:</p><p>1. On call of the chairman of the board of directors, the president, the board of directors, or the person or persons authorized to do so by the articles of incorporation or bylaws; or</p><p>2. In the absence of a provision in the articles of incorporation or bylaws stating who may call a special meeting of members, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting.</p><p>B. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing, including an electronic transmission, to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.</p><p>C. If not otherwise fixed under § <a href='/vacode/13.1-840/'>13.1-840</a> or <a href='/vacode/13.1-844/'>13.1-844</a>, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.</p><p>D. Except as otherwise determined by the board of directors acting pursuant to subsection C of § <a href='/vacode/13.1-844.2/'>13.1-844.2</a>, members' meetings may be held at such place in or out of the Commonwealth as may be provided in the bylaws or, where not inconsistent with the bylaws, in the notice of the meeting.</p><p>E. Only business within the purpose or purposes described in the meeting notice required by subsection C of § <a href='/vacode/13.1-842/'>13.1-842</a> may be conducted at a special members' meeting.</p><p>Code 1950, § 13.1-213; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2012, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?121+ful+CHAP0706'>706</a>; 2018, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?181+ful+CHAP0265'>265</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-839/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-840
|
13.1-840
|
Court-ordered meeting
|
<p>A. The circuit court of the city or county where a corporation's principal office is located, or, if none in the Commonwealth, where its registered office is located, may, after notice to the corporation, order a meeting of members to be held:</p><p>1. On petition of any member of the corporation entitled to participate in an annual meeting if an annual meeting was not held within 15 months after its last annual meeting or, if there has been no annual meeting, the date of its incorporation; or</p><p>2. On petition of a member who signed a demand for a special meeting that satisfies the requirements of § <a href='http://law.lis.virginia.gov/vacode/13.1-839/'>13.1-839</a> if:</p><p>a. Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or</p><p>b. The special meeting was not held in accordance with the notice.</p><p>B. The court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, and enter other orders necessary to accomplish the purpose or purposes of the meeting.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-840/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-841
|
13.1-841
|
Corporate action without meeting
|
<p>A. 1. Corporate action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting and without prior notice if the corporate action is taken by all members entitled to vote on the corporate action, in which case no corporate action by the board of directors shall be required.</p><p>2. Notwithstanding subdivision 1 of this subsection, if so provided in the articles of incorporation of a corporation, corporate action required or permitted by this chapter to be taken at a meeting of members may be taken without a meeting and without prior notice, if the corporate action is taken by members who would be entitled to vote at a meeting of members having voting power to cast not fewer than the minimum number (or numbers, in the case of voting by voting groups) of votes that would be necessary to authorize or take the corporate action at a meeting at which all members entitled to vote thereon were present and voted.</p><p>3. The corporate action shall be evidenced by one or more written consents bearing the date of execution and describing the corporate action taken, signed by the members entitled to take such corporate action without a meeting and delivered to the secretary of the corporation for inclusion in the minutes or filing with the corporate records. Any corporate action taken by written consent shall be effective according to its terms when the requisite consents are in possession of the corporation. Corporate action taken under this section is effective as of the date specified therein, provided the consent states the date of execution by each member.</p><p>B. If not otherwise determined under § <a href='http://law.lis.virginia.gov/vacode/13.1-840/'>13.1-840</a> or <a href='http://law.lis.virginia.gov/vacode/13.1-844/'>13.1-844</a>, the record date for determining members entitled to take corporate action without a meeting is the date the first member signs the consent under subsection A. No written consent shall be effective to take the corporate action referred to therein unless, within 120 days after the earliest date of execution appearing on a consent delivered to the corporation in the manner required by this section, written consents sufficient in number to take corporate action are received by the corporation. A written consent may be revoked by a writing to that effect received by the corporation prior to receipt by the corporation of unrevoked written consents sufficient in number to take corporate action.</p><p>C. For purposes of this section, written consent may be accomplished by one or more electronic transmissions, as defined in § <a href='http://law.lis.virginia.gov/vacode/13.1-803/'>13.1-803</a>. A consent signed under this section has the effect of a vote of voting members at a meeting and may be described as such in any document filed with the Commission under this chapter.</p><p>D. If corporate action is to be taken under this section by fewer than all of the members entitled to vote on the action, the corporation shall give written notice of the proposed corporate action, not less than five days before the action is taken, to all persons who are members on the record date and who are entitled to vote on the matter. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to members in a notice of meeting at which the corporate action would have been submitted to the members for a vote.</p><p>E. If this chapter requires that notice of proposed corporate action be given to nonvoting members and the corporate action is to be taken by consent of the voting members, the corporation shall give its nonvoting members written notice of the proposed action not less than five days before it is taken. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to nonvoting members in a notice of meeting at which the corporate action would have been submitted to the members for a vote.</p><p>F. Any person, whether or not then a member, may provide that a consent in writing as a member shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this section at the future time so specified for the consent to be effective, provided that (i) the person is a member at such future time and (ii) the person did not revoke the consent prior to such future time.</p><p>Code 1950, § 13.1-216; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0611'>611</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-841/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-842
|
13.1-842
|
Notice of meeting
|
<p>A. 1. A corporation shall notify members of the date, time, and place, if any, of each annual and special members' meeting. Such notice shall be given no less than 10 nor more than 60 days before the meeting date except that notice of a members' meeting to act on an amendment of the articles of incorporation, a plan of merger, domestication, a proposed sale of assets pursuant to § <a href='/vacode/13.1-900/'>13.1-900</a>, or the dissolution of the corporation shall be given not less than 25 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to members entitled to vote at the meeting.</p><p>2. In lieu of delivering notice as specified in subdivision A 1, the corporation may publish such notice at least once a week for two successive calendar weeks in a newspaper published in the city or county in which the registered office is located, or having a general circulation therein, the first publication to be not more than 60 days, and the second not less than seven days before the date of the meeting.</p><p>B. Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not state the purpose or purposes for which the meeting is called.</p><p>C. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.</p><p>D. If not otherwise fixed under § <a href='/vacode/13.1-840/'>13.1-840</a> or <a href='/vacode/13.1-844/'>13.1-844</a>, the record date for determining members entitled to notice of and to vote at an annual or special meeting is the day before the effective date of the notice to members.</p><p>E. Unless the bylaws require otherwise, if an annual or special meeting is adjourned to a different date, time, or place, notice need not be given if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under § <a href='/vacode/13.1-844/'>13.1-844</a>, however, not less than 10 days before the meeting date notice of the adjourned meeting shall be given under this section to persons who are members as of the new record date.</p><p>Code 1950, § 13.1-214; 1956, c. 428; 1958, c. 564; 1960, c. 214; 1985, c. 522; 1986, c. 529; 2002, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?021+ful+CHAP0285'>285</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0171'>171</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0611'>611</a>; 2018, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?181+ful+CHAP0265'>265</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-842/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-843
|
13.1-843
|
Waiver of notice
|
<p>A. A member may waive any notice required by this Act, the articles of incorporation, or bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the secretary of the corporation for inclusion in the minutes or filing with the corporate records.</p><p>B. A member's attendance at a meeting:</p><p>1. Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and</p><p>2. Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.</p><p>Code 1950, § 13.1-215; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-843/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-844
|
13.1-844
|
Record date
|
<p>A. The bylaws may fix or provide the manner of fixing in advance the record date for one or more voting groups in order to make a determination of members for any purpose. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix as the record date the date on which it takes such action or a future date.</p><p>B. A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members.</p><p>C. A determination of members entitled to notice of or to vote at a members' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.</p><p>D. If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-844/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-844.1
|
13.1-844.1
|
Conduct of the meeting
|
<p>A. At each meeting of members, a chairman shall preside. The chairman shall be appointed as provided in the articles of incorporation, bylaws, or, in the absence of such a provision, by the board of directors.</p><p>B. Unless the articles of incorporation or bylaws provide otherwise, the chairman shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.</p><p>C. The chairman of the meeting shall announce at the meeting when the polls will open and close for each matter voted upon. If no announcement is made, the polls shall be deemed to have opened at the beginning of the meeting and to close upon the final adjournment of the meeting.</p><p>2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-844.1/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-844.2
|
13.1-844.2
|
Remote participation in annual and special meetings
|
<p>A. Members may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for members. Participation by means of remote communication shall be subject to such guidelines and procedures the board of directors adopts, and shall be in conformity with subsection B.</p><p>B. Members participating in a members' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to:</p><p>1. Verify that each person participating remotely is a member or a member's proxy; and</p><p>2. Provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.</p><p>C. Unless the articles of incorporation or bylaws require the meeting of members to be held at a place, the board of directors may determine that any meeting of members shall not be held at any place and shall instead be held solely by means of remote communication in conformity with subsection B.</p><p>2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0171'>171</a>; 2018, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?181+ful+CHAP0265'>265</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-844.2/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-845
|
13.1-845
|
Members' list for meeting
|
<p>A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a members' meeting. If the board of directors fixes a different record date to determine the members entitled to vote at the meeting, a corporation shall also prepare an alphabetical list of the names of all its members who are entitled to vote at the meeting. A list shall be arranged by voting group, and show the address of each member.</p><p>B. The members' list for notice shall be available for inspection by any member, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the county or city where the meeting will be held. A members' list for voting shall be similarly available for inspection promptly after the record date for voting. A member, or the member's agent or attorney, is entitled on written demand to inspect and, subject to the requirements set forth in subsection C of § <a href='/vacode/13.1-933/'>13.1-933</a>, to copy a list, during the regular business hours and at the member's expense, during the period it is available for inspection.</p><p>C. If the meeting is to be held at a place, the corporation shall make the list of members entitled to vote available at the meeting, and any member, or the member's agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.</p><p>D. If the corporation refuses to allow a member, the member's agent, or the member's attorney to inspect a members' list before or at the meeting as provided in subsections B and C, or to copy a list as permitted by subsection B, the circuit court of the county or city where the corporation's principal office, or if none in the Commonwealth its registered office, is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.</p><p>E. Refusal or failure to prepare or make available a members' list does not affect the validity of action taken at the meeting.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0171'>171</a>; 2018, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?181+ful+CHAP0265'>265</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-845/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-846
|
13.1-846
|
Voting entitlement of members
|
<p>A. Members shall not be entitled to vote except as the right to vote shall be conferred by the articles of incorporation or if the articles of incorporation so provide, in the bylaws.</p><p>B. When directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.</p><p>C. Unless the articles of incorporation provide otherwise, in the election of directors every member, regardless of class, is entitled to one vote for as many persons as there are directors to be elected at that time and for whose election the member has a right to vote.</p><p>D. If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power.</p><p>Code 1950, § 13.1-217; 1956, c. 428; 1975, c. 500; 1982, c. 182; 1985, c. 522; 2002, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?021+ful+CHAP0285'>285</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-846/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-847
|
13.1-847
|
Proxies
|
<p>A. A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws otherwise provide, by proxy.</p><p>B. A member or the member's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission. Any copy, facsimile telecommunications or other reliable reproduction of the writing or transmission created pursuant to this subsection may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.</p><p>C. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspectors of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.</p><p>D. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:</p><p>1. A creditor of the corporation who extended it credit under terms requiring the appointment;</p><p>2. An employee of the corporation whose employment contract requires the appointment; or</p><p>3. A party to a voting agreement created under § <a href='http://law.lis.virginia.gov/vacode/13.1-852.2/'>13.1-852.2</a>.</p><p>E. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.</p><p>F. An appointment made irrevocable under subsection D is revoked when the interest with which it is coupled is extinguished.</p><p>G. Subject to § <a href='http://law.lis.virginia.gov/vacode/13.1-848/'>13.1-848</a> and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.</p><p>H. Any fiduciary who is entitled to vote any membership interest may vote such membership interest by proxy.</p><p>1985, c. 522; 1999, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?991+ful+CHAP0101'>101</a>; 2002, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?021+ful+CHAP0285'>285</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0171'>171</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-847/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-847.1
|
13.1-847.1
|
Voting procedures and inspectors of elections
|
<p>A. A corporation may appoint one or more inspectors to act at a meeting of members in connection with determining voting results. Each inspector, before entering upon the discharge of his duties, shall certify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of his ability.</p><p>B. The inspectors shall (i) ascertain the number of members and the voting power of each, (ii) determine the number of the members represented at a meeting and the validity of proxy appointments and ballots, (iii) count all votes, (iv) determine, and retain for a reasonable period a record of the disposition of, any challenges made to any determination by the inspectors, and (v) certify their determination of the number of members represented at the meeting and their count of the votes. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties, and may rely on information provided by such persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted. In any court proceeding there shall be a rebuttable presumption that the report of the inspectors is correct.</p><p>C. No ballot, proxies, or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the circuit court of the city or county where the corporation's principal office is located or, if none in the Commonwealth, where its registered office is located, upon application by a member, shall determine otherwise.</p><p>D. In determining the validity of proxies and ballots and in counting the votes, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with subsection B of § <a href='http://law.lis.virginia.gov/vacode/13.1-847/'>13.1-847</a>, ballots, and the regular books and records of the corporation. If the inspectors consider other reliable information for the limited purpose permitted herein, they shall specify, at the time that they make their certification pursuant to clause (v) of subsection B, the precise information that they considered, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for their belief that such information is accurate and reliable.</p><p>E. If authorized by the board of directors, any member vote to be taken by written ballot may be satisfied by a ballot submitted by electronic transmission by the member or the member's proxy, provided that any such electronic transmission shall either set forth or be submitted with information from which it may be determined that the electronic transmission was authorized by the member or the member's proxy. A member who votes by a ballot submitted by electronic transmission is deemed present at the meeting of members.</p><p>2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0171'>171</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0611'>611</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-847.1/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-848
|
13.1-848
|
Corporation's acceptance of votes
|
<p>A. If the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the member.</p><p>B. If the name signed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if:</p><p>1. The member is an entity and the name signed purports to be that of an officer, partner or agent of the entity;</p><p>2. The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;</p><p>3. The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence acceptable to the corporation that such receiver or trustee has been authorized to vote the membership interest in an order of the court by which such person was appointed has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;</p><p>4. The name signed purports to be that of a beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; or</p><p>5. Two or more persons are the member as fiduciaries and the name signed purports to be the name of at least one of the fiduciaries and the person signing appears to be acting on behalf of all the fiduciaries.</p><p>C. Notwithstanding the provisions of subdivisions B 2 and 5, in any case in which the will, trust agreement, or other instrument under which a fiduciary purports to act contains directions for the voting of membership interests in any corporation, or for the execution and delivery of proxies for the voting thereof, such directions shall be binding upon the fiduciary and upon the corporation if a copy thereof has been furnished to the corporation.</p><p>D. The corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to count votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.</p><p>E. Neither the corporation nor the person authorized to count votes, including an inspector under § <a href='http://law.lis.virginia.gov/vacode/13.1-847.1/'>13.1-847.1</a>, who accepts or rejects a vote, ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or subsection B of § <a href='http://law.lis.virginia.gov/vacode/13.1-847/'>13.1-847</a> is liable in damages to the member for the consequences of the acceptance or rejection.</p><p>F. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0611'>611</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-848/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-849
|
13.1-849
|
Quorum and voting requirements for voting groups
|
<p>A. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this Act or the articles of incorporation. Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter.</p><p>B. Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.</p><p>C. Less than a quorum may adjourn a meeting.</p><p>D. The election of directors is governed by § <a href='http://law.lis.virginia.gov/vacode/13.1-852/'>13.1-852</a>.</p><p>Code 1950, § 13.1-219; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-849/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-850
|
13.1-850
|
Action by single and multiple voting groups
|
<p>A. If the articles of incorporation or this Act provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in § <a href='http://law.lis.virginia.gov/vacode/13.1-849/'>13.1-849</a>.</p><p>B. If the articles of incorporation or this Act provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in § <a href='http://law.lis.virginia.gov/vacode/13.1-849/'>13.1-849</a>. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-850/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-851
|
13.1-851
|
Change in quorum or voting requirements
|
<p>A. The articles of incorporation may provide for a lesser or greater quorum requirement for members or voting groups of members than required by this chapter.</p><p>B. An amendment to the articles of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet the quorum requirement and be adopted by the vote and voting groups required to take action under the quorum and voting requirements then in effect.</p><p>Code 1950, § 13.1-218; 1956, c. 428; 1985, c. 522; 1986, c. 321.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-851/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-852
|
13.1-852
|
Voting for directors; cumulative voting
|
<p>A. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.</p><p>B. Members do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.</p><p>C. A statement included in the articles of incorporation that "all of a designated voting group of members are entitled to cumulate their votes for directors" or words of similar import means that the members designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.</p><p>D. Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless:</p><p>1. The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or</p><p>2. A member who has the right to cumulate his votes gives notice to the secretary of the corporation not less than 48 hours before the time set for the meeting of the member's intent to cumulate his votes during the meeting. If one member gives such a notice, all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.</p><p>Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-852/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-852.1
|
13.1-852.1
|
Member or director agreements
|
<p>A. An agreement among the members or the directors of a corporation that complies with this section is effective among the members or directors and the corporation, even though it is inconsistent with one or more other provisions of this chapter in that it:</p><p>1. Eliminates the board of directors or, subject to the requirements of subsection A of § <a href='http://law.lis.virginia.gov/vacode/13.1-872/'>13.1-872</a>, one or more officers, or restricts the discretion or powers of the board of directors or any one or more officers;</p><p>2. Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;</p><p>3. Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the members and directors or by or among any of them, including use of weighted voting rights or director proxies;</p><p>4. Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any member, director, officer or employee of the corporation, or among any of them;</p><p>5. Transfers to one or more members, directors or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or members;</p><p>6. Requires dissolution of the corporation at the request of one or more of the members, or directors, in the case of a corporation that has no members or in which the members have no voting rights, or upon the occurrence of a specified event or contingency; or</p><p>7. Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the members, the directors and the corporation, or among any of them, and is not contrary to public policy.</p><p>B. An agreement authorized by this section shall be:</p><p>1. a. Set forth in the articles of incorporation or bylaws and approved by all persons who are members or, if there are no members or the corporation's members do not have voting rights, by all persons who are directors at the time of the agreement; or</p><p>b. Set forth in a written agreement that is signed by all persons who are members or, if there are no members or the corporation's members do not have voting rights, by all persons who are directors at the time of the agreement;</p><p>2. Subject to amendment only by all persons who are members or, if the corporation's members do not have voting rights, by all persons who are directors at the time of the amendment, unless the agreement provides otherwise; and</p><p>3. Valid for an unlimited duration, if the agreement is set forth in the articles of incorporation or bylaws, unless the agreement shall be otherwise amended by the members or the directors, as the case may be; or if the agreement is set forth in a written agreement, as set forth in the agreement except that the duration of an agreement that became effective prior to July 1, 2015, remains 10 years unless the agreement provided otherwise or is subsequently amended to provide otherwise.</p><p>C. The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate evidencing membership, if any. The failure to note the existence of the agreement on the certificate shall not affect the validity of the agreement or any action taken pursuant to it.</p><p>D. An agreement authorized by this section shall cease to be effective when the corporation has more than 300 members of record. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without member action, to delete the agreement and any references to it.</p><p>E. An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.</p><p>F. The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any member for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in a failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.</p><p>G. Incorporators or subscribers for membership interests may act as members or directors with respect to an agreement authorized by this section if no members have been elected or appointed or, in the case of a corporation that has no members, no directors are elected or holding office when the agreement was made.</p><p>H. No action taken pursuant to this section shall change any requirement to file articles or other documents with the Commission or affect the rights of any creditors or other third parties.</p><p>I. An agreement among the members or the directors of a corporation that is consistent with the other provisions of this chapter that does not comply with the provisions of this section shall nonetheless be effective among the members, the directors, and the corporation.</p><p>1991, c. 132; 1997, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?971+ful+CHAP0217'>217</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0611'>611</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-852.1/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-852.2
|
13.1-852.2
|
Voting agreements
|
<p>A. Two or more members entitled to vote may provide for the manner in which they will vote by signing an agreement for that purpose.</p><p>B. A voting agreement created under this section is specifically enforceable.</p><p>2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-852.2/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-853
|
13.1-853
|
Requirement for and duties of board of directors
|
<p>A. Except as provided in an agreement authorized by § <a href='http://law.lis.virginia.gov/vacode/13.1-852.1/'>13.1-852.1</a>, each corporation shall have a board of directors.</p><p>B. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized by § <a href='http://law.lis.virginia.gov/vacode/13.1-852.1/'>13.1-852.1</a>.</p><p>Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-853/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-854
|
13.1-854
|
Qualification of directors
|
<p>The articles of incorporation or bylaws may prescribe qualifications for directors. Unless the articles of incorporation or bylaws so prescribe, a director need not be a resident of the Commonwealth or a member of the corporation.</p><p>Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-854/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-855
|
13.1-855
|
Number and election of directors
|
<p>A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation.</p><p>B. The members may adopt a bylaw fixing the number of directors and may direct that such bylaw not be amended by the board of directors.</p><p>C. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of directors. However, to the extent that the corporation has members with voting privileges, only the members may change the range for the size of the board of directors or change from a fixed to a variable-range size board or vice versa.</p><p>D. Directors shall be elected or appointed in the manner provided in the articles of incorporation. If the corporation has members with voting privileges, directors shall be elected at the first annual members' meeting and at each annual meeting thereafter unless their terms are staggered under § <a href='http://law.lis.virginia.gov/vacode/13.1-858/'>13.1-858</a>.</p><p>E. No individual shall be named or elected as a director without his prior consent.</p><p>Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0171'>171</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-855/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-856
|
13.1-856
|
Election of directors by certain classes of members
|
<p>If the articles of incorporation authorize dividing the members into classes, the articles may also authorize the election of all or a specified number of directors by the members of one or more authorized classes. Each class entitled to elect one or more directors is a separate voting group for purposes of the election of directors.</p><p>1985, c. 522.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-856/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-857
|
13.1-857
|
Terms of directors generally
|
<p>A. In the absence of a provision in the articles of incorporation fixing a term of office, the term of office for a director shall be one year.</p><p>B. The terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected, or if there are no members or the corporation's members do not have voting rights, at the end of such other period as may be specified in the articles of incorporation.</p><p>C. The terms of all other directors expire at the next annual meeting of members following the directors' election unless their terms are staggered under § <a href='http://law.lis.virginia.gov/vacode/13.1-858/'>13.1-858</a> or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation.</p><p>D. A decrease in the number of directors does not shorten an incumbent director's term.</p><p>E. The term of a director elected by the board of directors to fill a vacancy expires at the next members' meeting at which directors are elected or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation.</p><p>F. Except in the case of ex-officio directors, despite the expiration of a director's term, a director continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors, if any.</p><p>Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1986, c. 529; 2004, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?041+ful+CHAP0303'>303</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-857/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-858
|
13.1-858
|
Staggered terms of directors
|
<p>A. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into groups, and the terms of office of the several groups need not be uniform.</p><p>B. If the articles of incorporation permit cumulative voting, any provision establishing staggered terms of directors shall provide that at least three directors shall be elected at each annual members' meeting.</p><p>Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 140; 1989, c. 419; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-858/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-859
|
13.1-859
|
Resignation of directors
|
<p>A. A director may resign at any time by delivering written notice to the board of directors, its chairman, the president, or the secretary.</p><p>B. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, the board of directors may fill the pending vacancy before the effective time if the board of directors provides that the successor does not take office until the effective time.</p><p>C. Any person who has resigned as a director of a corporation, or whose name is incorrectly on file with the Commission as a director of a corporation, may file a statement to that effect with the Commission.</p><p>D. Upon the resignation of a director, the corporation may file an amended annual report with the Commission indicating the resignation of the director and the successor in office, if any.</p><p>1985, c. 522; 1991, c. 124; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-859/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-860
|
13.1-860
|
Removal of directors
|
<p>A. The members may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only with cause.</p><p>B. If a director is elected by a voting group of members, only the members of that voting group may participate in the vote to remove him.</p><p>C. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, unless the articles of incorporation require a greater vote, a director may be removed if the number of votes cast to remove him constitutes a majority of the votes entitled to be cast at an election of directors of the voting group or voting groups by which the director was elected.</p><p>D. If a corporation has no members or no members with voting rights, a director may be removed pursuant to procedures set forth in the articles of incorporation or bylaws, and if none are provided, a director may be removed by such vote as would suffice for his election.</p><p>E. A director may be removed only at a meeting called for the purpose of removing him. The meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.</p><p>F. Upon the removal of a director, the corporation may file an amended annual report with the Commission indicating the removal of the director and the successor in office, if any.</p><p>Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 177; 1991, c. 124; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-860/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-861
|
13.1-861
|
Judicial review of elections
|
<p>Any member or director aggrieved by an election of directors may, after reasonable notice to the corporation and each director whose election is contested, apply for relief to the circuit court in the county or city in which the principal office of the corporation is located, or, if none in the Commonwealth, in the county or city in which its registered office is located. The court shall proceed forthwith in a summary way to hear and decide the issues and thereupon to determine the persons elected or order a new election or grant such other relief as may be equitable. Pending decision, the court may require the production of any information and may by order restrain any person from exercising the powers of a director if such relief is equitable.</p><p>Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-861/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-862
|
13.1-862
|
Vacancy on board of directors
|
<p>A. Unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:</p><p>1. The members may fill the vacancy;</p><p>2. The board of directors may fill the vacancy; or</p><p>3. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.</p><p>B. Unless the articles of incorporation provide otherwise, if the vacant office was held by a director elected by a voting group of members, only the members of that voting group are entitled to vote to fill the vacancy if it is filled by the members.</p><p>C. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection B of § <a href='http://law.lis.virginia.gov/vacode/13.1-859/'>13.1-859</a> or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.</p><p>D. The corporation may file an amended annual report with the Commission indicating the filling of a vacancy.</p><p>Code 1950, § 13.1-222; 1956, c. 428; 1985, c. 522; 1991, c. 124; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-862/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-863
|
13.1-863
|
Compensation of directors
|
<p>Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.</p><p>1985, c. 522.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-863/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-864
|
13.1-864
|
Meetings of the board of directors
|
<p>A. The board of directors may hold regular or special meetings in or out of the Commonwealth.</p><p>B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.</p><p>Code 1950, § 13.1-225; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-864/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-865
|
13.1-865
|
Action without meeting of board of directors
|
<p>A. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. However, if expressly authorized in the articles of incorporation, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting by fewer than all of the directors, but not less than the greater of (i) a majority of the directors in office or (ii) a quorum of the directors as required by the articles of incorporation or bylaws, if the requisite number of directors sign a consent describing the action to be taken and deliver it to the corporation, except such action shall not be permitted to be taken without a meeting if any director objects to the taking of such proposed action. To be effective, such objection shall have been delivered to the corporation no later than ten business days after notice of the proposed action is given. The corporation shall promptly notify each director of any such objection. Any actions taken without a meeting shall comply with any voting requirements established in the articles of incorporation or bylaws. If corporate action is to be taken under this subsection by fewer than all of the directors, the corporation shall give written notice of the proposed corporate action, not less than 10 business days before the action is taken, or such longer period as may be required by the articles of incorporation or bylaws, to all directors. The notice shall contain or be accompanied by a description of the action to be taken. Notwithstanding any provision of this subsection, corporate action may not be taken by fewer than all of the directors without a meeting if the action also requires adoption by or approval of the members.</p><p>B. Action taken under this section is effective when the last director, or the last director sufficient to satisfy the requirements of subsection A if action by fewer than all of the directors is authorized, signs the consent, unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.</p><p>C. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by the requisite number of directors.</p><p>D. Any person, whether or not then a director, may provide that a consent to action as a director shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this section at the future time so specified for the consent to be effective, provided that (i) the person is a director at such future time and (ii) the person did not revoke the consent prior to such future time. Any such consent may be revoked, in the manner provided in subsection C, prior to its becoming effective.</p><p>E. For purposes of this section, a written consent and the signing thereof may be accomplished by one or more electronic transmissions.</p><p>F. A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0611'>611</a>; 2016, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?161+ful+CHAP0382'>382</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-865/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-866
|
13.1-866
|
Notice of board of directors' meetings
|
<p>A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.</p><p>B. Special meetings of the board of directors shall be held upon such notice as is prescribed in the articles of incorporation or bylaws, or when not inconsistent with the articles of incorporation or bylaws, by resolution of the board of directors. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.</p><p>1985, c. 522; 2002, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?021+ful+CHAP0285'>285</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0171'>171</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-866/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-867
|
13.1-867
|
Waiver of notice by director
|
<p>A. A director may waive any notice required by this Act, the articles of incorporation, or bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided in subsection B of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.</p><p>B. A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-867/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-868
|
13.1-868
|
Quorum and voting by directors
|
<p>A. Unless the articles of incorporation or bylaws require a greater or lesser number for the transaction of all business or any particular business, or unless otherwise specifically provided in this Act, a quorum of a board of directors consists of:</p><p>1. A majority of the fixed number of directors if the corporation has a fixed board size; or</p><p>2. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.</p><p>B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection A.</p><p>C. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.</p><p>D. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:</p><p>1. The director objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting specified business at the meeting; or</p><p>2. He votes against, or abstains from, the action taken.</p><p>E. Except as provided in § <a href='http://law.lis.virginia.gov/vacode/13.1-852.1/'>13.1-852.1</a>, a director shall not vote by proxy.</p><p>F. Whenever this Act requires the board of directors to take any action or to recommend or approve any proposed corporate act, such action, recommendation or approval shall not be required if the proposed action or corporate act is adopted by the unanimous consent of members.</p><p>Code 1950, § 13.1-223; 1956, c. 428; 1985, c. 522; 1992, c. 471; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-868/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-869
|
13.1-869
|
Committees
|
<p>A. Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board of directors.</p><p>B. The creation of a committee and appointment of directors to it shall be approved by the greater number of (i) a majority of all the directors in office when the action is taken, or (ii) the number of directors required by the articles of incorporation or bylaws to take action under § <a href='http://law.lis.virginia.gov/vacode/13.1-868/'>13.1-868</a>.</p><p>C. Sections <a href='http://law.lis.virginia.gov/vacode/13.1-864/'>13.1-864</a> through <a href='http://law.lis.virginia.gov/vacode/13.1-868/'>13.1-868</a>, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.</p><p>D. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under § <a href='http://law.lis.virginia.gov/vacode/13.1-853/'>13.1-853</a>, except that a committee may not:</p><p>1. Approve or recommend to members action that this Act requires to be approved by members;</p><p>2. Fill vacancies on the board or on any of its committees;</p><p>3. Amend the articles of incorporation pursuant to § <a href='http://law.lis.virginia.gov/vacode/13.1-885/'>13.1-885</a>;</p><p>4. Adopt, amend, or repeal the bylaws; or</p><p>5. Approve a plan of merger not requiring member approval.</p><p>E. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § <a href='http://law.lis.virginia.gov/vacode/13.1-870/'>13.1-870</a>.</p><p>F. The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation, the bylaws, or the resolution creating the committee provides otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting may unanimously appoint another director to act in place of the absent or disqualified member.</p><p>Code 1950, § 13.1-224; 1956, c. 428; 1975, c. 500; 1977, c. 435; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-869/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-870
|
13.1-870
|
General standards of conduct for directors
|
<p>A. A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business judgment of the best interests of the corporation.</p><p>B. Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:</p><p>1. One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;</p><p>2. Legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence; or</p><p>3. A committee of the board of directors of which the director is not a member if the director believes, in good faith, that the committee merits confidence.</p><p>C. A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.</p><p>D. A person alleging a violation of this section has the burden of proving the violation.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-870/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-870.1
|
13.1-870.1
|
Limitation on liability of officers and directors; exception
|
<p>A. In any proceeding brought by or in the right of a corporation or brought by or on behalf of members of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall not exceed the lesser of:</p><p>1. The monetary amount, including the elimination of liability, specified in the articles of incorporation or, if approved by the members, in the bylaws as a limitation on or elimination of the liability of the officer or director; or</p><p>2. The greater of (i) $100,000, or (ii) the amount of the cash compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed.</p><p>B. In any proceeding against an officer or director who receives compensation from a corporation exempt from income taxation under § 501(c) of the Internal Revenue Code for his services as such, the damages assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director who serves such an exempt corporation without compensation for his services shall not be liable for damages in any such proceeding. The immunity provided by this subsection shall survive any termination, cancellation, or other discontinuance of the corporation.</p><p>C. The liability of an officer or director shall not be limited as provided in this section if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.</p><p>D. No limitation on or elimination of liability adopted pursuant to this section may be affected by any amendment of the articles of incorporation or bylaws with respect to any act or omission occurring before such amendment.</p><p>E. 1. Notwithstanding the provisions of this section, in any proceeding against an officer or director who receives compensation from a community association for his services, the damages assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director from the association during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director who serves such an association without compensation for his services shall not be liable for damages in any such proceeding.</p><p>2. The liability of an officer or director shall not be limited as provided in this subsection if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.</p><p>3. As used in this subsection, "community association" shall mean a corporation incorporated under this Act that owns or has under its care, custody or control real estate subject to a recorded declaration of covenants which obligates a person, by virtue of ownership of specific real estate, to be a member of the incorporated association.</p><p>4. The immunity provided by this subsection shall survive any termination, cancellation, or other discontinuance of the community association.</p><p>1987, cc. 59, 257; 1988, c. 561; 1989, c. 422; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2011, cc. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?111+ful+CHAP0693'>693</a>, <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?111+ful+CHAP0704'>704</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-870.1/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-870.2
|
13.1-870.2
|
Limitation on liability of officers and directors; additional exception
|
<p>A. As used in this section, "community association" shall mean an unincorporated association or corporation which owns or has under its care, custody or control real estate subject to a recorded declaration of covenants which obligates a person, by virtue of ownership of specific real estate, to be a member of the unincorporated association or corporation.</p><p>B. In any proceeding against an officer or director who receives compensation from a community association for his services as such, the damages assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director from the association during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director who serves such an association without compensation for his services shall not be liable for damages in any such proceeding.</p><p>C. The liability of an officer or director shall not be limited as provided in this section if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.</p><p>D. The immunity provided by this section shall survive any termination, cancellation, or other discontinuance of the community association.</p><p>1989, c. 422; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2011, cc. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?111+ful+CHAP0693'>693</a>, <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?111+ful+CHAP0704'>704</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-870.2/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-871
|
13.1-871
|
Director conflict of interests
|
<p>A. A conflict of interests transaction is a transaction with the corporation in which a director of the corporation has an interest that precludes him from being a disinterested director. A conflict of interests transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one of the following is true:</p><p>1. The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved or ratified the transaction;</p><p>2. The material facts of the transaction and the director's interest were disclosed to the members entitled to vote and they authorized, approved or ratified the transaction; or</p><p>3. The transaction was fair to the corporation.</p><p>B. For purposes of subdivision A 1, a conflict of interests transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the disinterested directors on the board of directors, or on the committee. A transaction shall not be authorized, approved, or ratified under this section by a single director. If a majority of the disinterested directors vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director who is not disinterested does not affect the validity of any action taken under subdivision A 1 if the transaction is otherwise authorized, approved or ratified as provided in that subsection.</p><p>C. For purposes of subdivision A 2, a conflict of interests transaction is authorized, approved, or ratified if it receives the vote of a majority of the votes entitled to be counted under this subsection. The votes controlled by a director who is not disinterested may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interests transaction under subdivision A 2. The director's votes, however, may be counted in determining whether the transaction is approved under other sections of this Act. A majority of the members, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.</p><p>Code 1950, § 13.1-223; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-871/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-871.1
|
13.1-871.1
|
Business opportunities
|
<p>A. A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the director in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the opportunity the director brings it to the attention of the corporation and:</p><p>1. Directors' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in subdivision A 1 of § <a href='http://law.lis.virginia.gov/vacode/13.1-871/'>13.1-871</a>, as if the decision being made concerned a director's conflict of interests transaction; or</p><p>2. Members' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in subdivision A 2 of § <a href='http://law.lis.virginia.gov/vacode/13.1-871/'>13.1-871</a>, as if the decision being made concerned a director's conflict of interests transaction.</p><p>B. In any proceeding seeking equitable relief or other remedies, based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ one of the procedures described in subsection A before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.</p><p>2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-871.1/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-872
|
13.1-872
|
Required officers
|
<p>A. Except as provided in an agreement authorized by § <a href='http://law.lis.virginia.gov/vacode/13.1-852.1/'>13.1-852.1</a>, a corporation shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors that is not inconsistent with the bylaws and as may be necessary to enable it to execute documents that comply with subsection F of § <a href='http://law.lis.virginia.gov/vacode/13.1-804/'>13.1-804</a>.</p><p>B. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.</p><p>C. The secretary or any other officer as designated in the bylaws or by resolution of the board shall have responsibility for preparing and maintaining custody of minutes of the directors' and members' meetings and for authenticating records of the corporation.</p><p>D. The same individual may simultaneously hold more than one office in the corporation.</p><p>Code 1950, § 13.1-226; 1956, c. 428; 1982, c. 372; 1985, c. 522; 1994, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?941+ful+CHAP0189'>189</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-872/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-873
|
13.1-873
|
Duties of officers
|
<p>Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.</p><p>1985, c. 522.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-873/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-874
|
13.1-874
|
Resignation and removal of officers
|
<p>A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, the corporation may fill the pending vacancy before the effective time if the successor does not take office until the effective time.</p><p>B. A board of directors may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Election or appointment of an officer shall not of itself create any contract rights in the officer or the corporation. An officer's removal does not affect such officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.</p><p>C. Any person who has resigned as an officer of a corporation, or whose name is incorrectly on file with the Commission as an officer of a corporation, may file a statement to that effect with the Commission.</p><p>D. Upon the resignation or removal of an officer, the corporation may file an amended annual report with the Commission indicating the resignation or removal of the officer and the successor in office, if any.</p><p>Code 1950, § 13.1-227; 1956, c. 428; 1985, c. 522; 1990, c. 282; 1991, c. 124; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-874/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-875
|
13.1-875
|
Definitions
|
<p>In this article:</p><p>"Corporation" includes any domestic corporation and any domestic or foreign predecessor entity of a domestic corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.</p><p>"Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if such person's duties to the corporation also impose duties on, or otherwise involve services by, such person to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.</p><p>"Expenses" includes counsel fees.</p><p>"Liability" means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.</p><p>"Official capacity" means, (i) when used with respect to a director, the office of director in a corporation; or (ii) when used with respect to an officer, as contemplated in § <a href='http://law.lis.virginia.gov/vacode/13.1-881/'>13.1-881</a>, the office in a corporation held by the officer. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.</p><p>"Party" means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.</p><p>"Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2009, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?091+ful+CHAP0587'>587</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-875/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-876
|
13.1-876
|
Authority to indemnify
|
<p>A. Except as provided in subsection D, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the director:</p><p>1. Conducted himself in good faith;</p><p>2. Believed:</p><p>a. In the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and</p><p>b. In all other cases, that his conduct was at least not opposed to its best interests; and</p><p>3. In the case of any criminal proceeding, that he had no reasonable cause to believe that his conduct was unlawful.</p><p>B. A director's conduct with respect to an employee benefit plan for a purpose he believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision A 2 b.</p><p>C. The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.</p><p>D. Unless ordered by a court under subsection C of § <a href='http://law.lis.virginia.gov/vacode/13.1-879.1/'>13.1-879.1</a>, a corporation may not indemnify a director under this section:</p><p>1. In connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard under subsection A; or</p><p>2. In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.</p><p>Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-876/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-877
|
13.1-877
|
Mandatory indemnification
|
<p>Unless limited by its articles of incorporation, a corporation shall indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.</p><p>Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-877/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-878
|
13.1-878
|
Advance for expenses
|
<p>A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the director furnishes the corporation a signed written undertaking, executed personally or on his behalf, to repay any funds advanced if he is not entitled to mandatory indemnification under § <a href='http://law.lis.virginia.gov/vacode/13.1-877/'>13.1-877</a> and it is ultimately determined under § <a href='http://law.lis.virginia.gov/vacode/13.1-879.1/'>13.1-879.1</a> or <a href='http://law.lis.virginia.gov/vacode/13.1-880/'>13.1-880</a> that he has not met the relevant standard of conduct.</p><p>B. The undertaking required by subsection A shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.</p><p>C. Authorizations of payments under this section shall be made by:</p><p>1. The board of directors:</p><p>a. If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or</p><p>b. If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection C of § <a href='http://law.lis.virginia.gov/vacode/13.1-868/'>13.1-868</a>, in which authorization directors who do not qualify as disinterested directors may participate; or</p><p>2. The members, but any membership interest under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization.</p><p>Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0171'>171</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0611'>611</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-878/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-879
|
13.1-879
|
Repealed
|
<p>Repealed by Acts 1987, cc. 59, 257.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-879/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-879.1
|
13.1-879.1
|
Court orders for advances, reimbursement or indemnification
|
<p>A. An individual who is made a party to a proceeding because he is a director of the corporation may apply to a court for an order directing the corporation to make advances or reimbursement for expenses, or to provide indemnification. Such application may be made to the court conducting the proceeding or to another court of competent jurisdiction.</p><p>B. The court shall order the corporation to make advances, reimbursement, or both, for expenses or to provide indemnification if it determines that the director is entitled to such advances, reimbursement or indemnification and shall also order the corporation to pay the director's reasonable expenses incurred to obtain the order.</p><p>C. With respect to a proceeding by or in the right of the corporation, the court may (i) order indemnification of the director to the extent of the director's reasonable expenses if it determines that, considering all the relevant circumstances, the director is entitled to indemnification even though he was adjudged liable to the corporation and (ii) also order the corporation to pay the director's reasonable expenses incurred to obtain the order of indemnification.</p><p>D. Neither (i) the failure of the corporation, including its board of directors, its independent legal counsel and its members, to have made an independent determination prior to the commencement of any action permitted by this section that the applying director is entitled to receive advances, reimbursement, or both, nor (ii) the determination by the corporation, including its board of directors, its independent legal counsel and its members, that the applying director is not entitled to receive advances and/or reimbursement or indemnification shall create a presumption to that effect or otherwise of itself be a defense to that director's application for advances for expenses, reimbursement or indemnification.</p><p>1987, cc. 59, 257; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-879.1/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-880
|
13.1-880
|
Determination and authorization of indemnification
|
<p>A. A corporation may not indemnify a director under § <a href='http://law.lis.virginia.gov/vacode/13.1-876/'>13.1-876</a> unless authorized in the specific case after a determination has been made that indemnification of the director is permissible because he has met the relevant standard of conduct set forth in § <a href='http://law.lis.virginia.gov/vacode/13.1-876/'>13.1-876</a>.</p><p>B. The determination shall be made:</p><p>1. If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;</p><p>2. By special legal counsel:</p><p>a. Selected in the manner prescribed in subdivision 1 of this subsection; or</p><p>b. If there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or</p><p>3. By the members, but membership interests under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.</p><p>C. Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subdivision B 2 to select counsel.</p><p>Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-880/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-881
|
13.1-881
|
Indemnification of officers
|
<p>Unless limited by a corporation's articles of incorporation:</p><p>1. An officer of the corporation is entitled to mandatory indemnification under § <a href='http://law.lis.virginia.gov/vacode/13.1-877/'>13.1-877</a>, and is entitled to apply for court-ordered indemnification under § <a href='http://law.lis.virginia.gov/vacode/13.1-879.1/'>13.1-879.1</a>, in each case to the same extent as a director; and</p><p>2. The corporation may indemnify and advance expenses under this article to an officer of the corporation to the same extent as to a director.</p><p>Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-881/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-882
|
13.1-882
|
Insurance
|
<p>A corporation may purchase and maintain insurance on behalf of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by such person in that capacity or arising from his status as a director or officer, whether or not the corporation would have power to indemnify him against the same liability under § <a href='http://law.lis.virginia.gov/vacode/13.1-876/'>13.1-876</a> or <a href='http://law.lis.virginia.gov/vacode/13.1-877/'>13.1-877</a>.</p><p>Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-882/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-883
|
13.1-883
|
Application of article
|
<p>A. Unless the articles of incorporation or bylaws expressly provide otherwise, any authorization of indemnification in the articles of incorporation or bylaws shall not be deemed to prevent the corporation from providing the indemnity permitted or mandated by this article. A corporation, by a provision in its articles of incorporation or bylaws or in a resolution adopted or contract approved by its board of directors or members, may obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with § <a href='http://law.lis.virginia.gov/vacode/13.1-876/'>13.1-876</a> and advance funds to pay for or reimburse expenses in accordance with § <a href='http://law.lis.virginia.gov/vacode/13.1-878/'>13.1-878</a>. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection C of § <a href='http://law.lis.virginia.gov/vacode/13.1-878/'>13.1-878</a> and subsection C of § <a href='http://law.lis.virginia.gov/vacode/13.1-880/'>13.1-880</a>.</p><p>B. Any corporation shall have power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the members or any resolution adopted, before or after the event, by the members, except an indemnity against (i) such person's willful misconduct, or (ii) a knowing violation of the criminal law. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed, unless the articles of incorporation or any such bylaw or resolution expressly provides otherwise, also to obligate the corporation to advance funds to pay for or reimburse expenses to the fullest extent permitted by law in accordance with § <a href='http://law.lis.virginia.gov/vacode/13.1-878/'>13.1-878</a> except that the applicable standard shall be conduct that does not constitute willful misconduct or a knowing violation of criminal law, rather than the standard of conduct prescribed in § <a href='http://law.lis.virginia.gov/vacode/13.1-876/'>13.1-876</a>. Unless the articles of incorporation, or any such bylaw or resolution expressly provides otherwise, any determination as to the right to any further indemnity shall be made in accordance with subsection B of § <a href='http://law.lis.virginia.gov/vacode/13.1-880/'>13.1-880</a>. Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.</p><p>C. The provisions of this article and Article 8 (§ <a href='http://law.lis.virginia.gov/vacode/13.1-853/'>13.1-853</a> et seq.) of this Act shall apply to the same extent to any cooperative organized under the Code of Virginia.</p><p>D. No right provided to any person pursuant to this section may be reduced or eliminated by any amendment of the articles of incorporation or bylaws with respect to any act or omission occurring before such amendment.</p><p>E. This article does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.</p><p>F. This article does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent who is not a director or officer.</p><p>Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 1987, cc. 59, 257; 1988, c. 561; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2010, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?101+ful+CHAP0171'>171</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-883/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-884
|
13.1-884
|
Authority to amend articles of incorporation
|
<p>A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.</p><p>B. A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, purpose, or duration of the corporation.</p><p>Code 1950, § 13.1-235; 1956, c. 428; 1985, c. 522.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-884/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-885
|
13.1-885
|
Amendment of articles of incorporation by directors
|
<p>A. Where there are no members, or no members having voting rights, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of at least two-thirds of the directors in office. The board may adopt one or more amendments at any one meeting.</p><p>B. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without member action:</p><p>1. To delete the names and addresses of the initial directors;</p><p>2. To delete the name of the initial registered agent or the address of the initial registered office, if a statement of change described in § <a href='http://law.lis.virginia.gov/vacode/13.1-834/'>13.1-834</a> is on file with the Commission;</p><p>3. To add, delete, or change a geographic attribution for the name; or</p><p>4. To make any other change expressly permitted by this Act to be made without member action.</p><p>Code 1950, § 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0623'>623</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-885/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-886
|
13.1-886
|
Amendment of articles of incorporation by directors and members
|
<p>A. Where there are members having voting rights, except where member approval of an amendment of the articles of incorporation is not required by this Act, an amendment to the articles of incorporation shall be adopted in the following manner:</p><p>1. The proposed amendment shall be adopted by the board of directors;</p><p>2. After adopting the proposed amendment, the board of directors shall submit the amendment to the members for their approval. The board of directors shall also transmit to the members a recommendation that the members approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination; and</p><p>3. The members entitled to vote on the amendment shall approve the amendment as provided in subsection D.</p><p>B. The board of directors may condition its submission of the proposed amendment on any basis.</p><p>C. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § <a href='http://law.lis.virginia.gov/vacode/13.1-842/'>13.1-842</a>. The notice of meeting shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment.</p><p>D. Unless this Act or the board of directors, acting pursuant to subsection B, requires a greater vote, the amendment to be adopted shall be approved by each voting group entitled to vote on the amendment by more than two-thirds of all the votes cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the amendment by each voting group entitled to vote on the amendment at a meeting at which a quorum of the voting group exists.</p><p>Code 1950, § 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-886/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-887
|
13.1-887
|
Voting on amendments by voting groups
|
<p>The articles of incorporation may provide that members of a class are entitled to vote as a separate voting group on specified amendments of the articles of incorporation.</p><p>1985, c. 522.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-887/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-887.1
|
13.1-887.1
|
Amendment prior to organization
|
<p>When a corporation has not yet completed its organization, its board of directors or incorporators, in the event that there is no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.</p><p>2002, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?021+ful+CHAP0607'>607</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-887.1/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-888
|
13.1-888
|
Articles of amendment
|
<p>A. A corporation amending its articles of incorporation shall file with the Commission articles of amendment setting forth:</p><p>1. The name of the corporation;</p><p>2. The text of each amendment adopted or the information required by subdivision L 5 of § <a href='http://law.lis.virginia.gov/vacode/13.1-804/'>13.1-804</a>;</p><p>3. The date of each amendment's adoption;</p><p>4. If an amendment was adopted by the incorporators or the board of directors without member approval, a statement that the amendment was duly approved by the vote of at least two-thirds of the directors in office or by a majority of the incorporators, as the case may be, including the reason member and, if applicable, director approval was not required;</p><p>5. If an amendment was approved by the members, either:</p><p>a. A statement that the amendment was adopted by unanimous consent of the members; or</p><p>b. A statement that the amendment was proposed by the board of directors and submitted to the members in accordance with this Act and a statement of:</p><p>(1) The existence of a quorum of each voting group entitled to vote separately on the amendment; and</p><p>(2) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.</p><p>B. If the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.</p><p>Code 1950, §§ 13-226, 13-227, 13.1-237, 13.1-238; 1956, c. 428; 1966, c. 218; 1975, c. 500; 1985, c. 522; 2002, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?021+ful+CHAP0607'>607</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2012, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?121+ful+CHAP0130'>130</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-888/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-889
|
13.1-889
|
Restated articles of incorporation
|
<p>A. A corporation's board of directors may restate its articles of incorporation at any time with or without member approval.</p><p>B. The restatement may include one or more new amendments to the articles. If the restatement includes a new amendment requiring member approval, it shall be adopted and approved as provided in § <a href='http://law.lis.virginia.gov/vacode/13.1-886/'>13.1-886</a>. If the restatement includes an amendment that does not require member approval, it shall be adopted as provided in § <a href='http://law.lis.virginia.gov/vacode/13.1-885/'>13.1-885</a>.</p><p>C. If the board of directors submits a restatement for member approval, the corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § <a href='http://law.lis.virginia.gov/vacode/13.1-842/'>13.1-842</a>. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any new amendment it would make in the articles.</p><p>D. A corporation restating its articles of incorporation shall file with the Commission articles of restatement setting forth:</p><p>1. The name of the corporation immediately prior to restatement;</p><p>2. Whether the restatement contains a new amendment to the articles;</p><p>3. The text of the restated articles of incorporation or amended and restated articles of incorporation, as the case may be;</p><p>4. Information required by subdivision L 5 of § <a href='http://law.lis.virginia.gov/vacode/13.1-804/'>13.1-804</a>;</p><p>5. The date of the restatement's adoption;</p><p>6. If the restatement does not contain a new amendment to the articles, that the board of directors adopted the restatement;</p><p>7. If the restatement contains a new amendment to the articles not requiring member approval, the information required by subdivision A 4 of § <a href='http://law.lis.virginia.gov/vacode/13.1-888/'>13.1-888</a>; and</p><p>8. If the restatement contains a new amendment to the articles requiring member approval, the information required by subdivision A 5 of § <a href='http://law.lis.virginia.gov/vacode/13.1-888/'>13.1-888</a>.</p><p>E. If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement. When the certificate of restatement is effective the restated articles of incorporation or amended and restated articles of incorporation supersede the original articles of incorporation and all amendments to them.</p><p>F. The Commission may certify restated articles of incorporation or amended and restated articles of incorporation as the articles of incorporation currently in effect.</p><p>1985, c. 522; 2002, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?021+ful+CHAP0607'>607</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-889/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-890
|
13.1-890
|
Repealed
|
<p>Repealed by Acts 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>, cl. 2.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-890/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-891
|
13.1-891
|
Effect of amendment of articles of incorporation
|
<p>An amendment to the articles of incorporation does not affect a cause of action existing in favor of or against the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.</p><p>Code 1950, § 13.1-239; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-891/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-892
|
13.1-892
|
Amendment of bylaws by board of directors or members
|
<p>A corporation's board of directors may amend or repeal the corporation's bylaws except to the extent that:</p><p>1. The articles of incorporation or § <a href='http://law.lis.virginia.gov/vacode/13.1-893/'>13.1-893</a> reserves that power exclusively to the members; or</p><p>2. The members in repealing, adopting, or amending a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-892/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-893
|
13.1-893
|
Bylaw provisions increasing quorum or voting requirements for directors
|
<p>A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:</p><p>1. If originally adopted by the members, only by the members, unless the bylaws otherwise provide; or</p><p>2. If adopted by the board of directors, either by the members or by the board of directors.</p><p>B. A bylaw adopted or amended by the members that increases a quorum or voting requirement for the board of directors may provide that it shall be amended or repealed only by a specified vote of either the members or the board of directors.</p><p>C. Action by the board of directors under subsection A to amend or repeal a bylaw that changes the quorum or voting requirement applicable to meetings of the board of directors shall be effective only if it meets the quorum requirement and is adopted by the vote required to take action under the quorum and voting requirement then in effect.</p><p>1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-893/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-893.1
|
13.1-893.1
|
Definitions
|
<p>As used in this article:</p><p>"Merger" means a business combination pursuant to § <a href='http://law.lis.virginia.gov/vacode/13.1-894/'>13.1-894</a>.</p><p>"Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger.</p><p>"Survivor" in a merger means the domestic or foreign corporation or the eligible entity into which one or more other domestic or foreign corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.</p><p>2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2009, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?091+ful+CHAP0216'>216</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-893.1/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-894
|
13.1-894
|
Merger
|
<p>A. One or more domestic corporations may merge with one or more domestic or foreign corporations or eligible entities pursuant to a plan of merger, or two or more foreign corporations or domestic or foreign eligible entities may merge, resulting in a survivor that is a domestic corporation created in the merger.</p><p>B. A foreign corporation or a foreign eligible entity may be a party to a merger with a domestic corporation, or may be created as the survivor of a merger in which a domestic corporation is a party but only if the merger is permitted by the organic law of the foreign corporation or eligible entity.</p><p>C. The plan of merger shall include:</p><p>1. As to each party to the merger, its name, jurisdiction of formation, and type of entity;</p><p>2. The survivor's name, jurisdiction of formation, and type of entity, and, if the survivor is to be created in the merger, a statement to that effect;</p><p>3. The terms and conditions of the merger;</p><p>4. The manner and basis of converting the membership interests of each merging domestic or foreign corporation and eligible interests of each domestic or foreign eligible entity into membership interests, eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash or other property, or any combination of the foregoing;</p><p>5. The manner and basis of converting any rights to acquire the membership interests of each merging domestic or foreign corporation and eligible interests of each merging domestic or foreign eligible entity into membership interests, eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash or other property, or any combination of the foregoing;</p><p>6. Any amendment to the articles of incorporation of the survivor that is a domestic corporation or if the articles of incorporation are amended and restated, as an attachment to the plan, the survivor's restated articles of incorporation, or if a new domestic corporation is to be created by the merger, as an attachment to the plan, the survivor's articles of incorporation; and</p><p>7. Any other provisions required by the laws under which any party to the merger is organized or by which it is governed or required by the articles of incorporation or organic document of any such party.</p><p>D. In addition to the requirements of subsection C, a plan of merger may contain any other provision not prohibited by law.</p><p>E. Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection L of § <a href='/vacode/13.1-804/'>13.1-804</a>.</p><p>F. Unless the plan of merger provides otherwise, a plan of merger may be amended prior to the effective time and date of the certificate of merger, but if the members of a domestic corporation that is a party to the merger are required by any provision of this chapter to vote on the plan, the plan may not be amended subsequent to approval of the plan by such members to change any of the following unless the amendment is subject to the approval of the members:</p><p>1. The amount or kind of membership interests, eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash, or other property to be received under the plan by the members of or holders of eligible interests in any party to the merger;</p><p>2. The articles of incorporation of any domestic corporation that will be the survivor of the merger, except for changes permitted by subsection B of § <a href='/vacode/13.1-885/'>13.1-885</a>; or</p><p>3. Any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.</p><p>Code 1950, § 13.1-240; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2008, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?081+ful+CHAP0509'>509</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0611'>611</a>; 2021, Sp. Sess. I, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?212+ful+CHAP0487'>487</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-894/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-895
|
13.1-895
|
Action on plan of merger
|
<p>A. In the case of a domestic corporation that is a party to a merger, where the members of any merging corporation have voting rights the plan of merger shall be adopted by the board of directors. Except as provided in subsection F, after adopting a plan of merger, the board of directors shall submit the plan to the members for their approval.</p><p>The board of directors shall also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination.</p><p>B. The board of directors may condition its submission of the plan of merger to the members on any basis.</p><p>C. If the plan of merger is required to be approved by the members, and if the approval is to be given at a meeting, the corporation shall notify each member, whether or not entitled to vote, of the meeting of members at which the plan is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing domestic or foreign corporation or eligible entity and its members are to receive membership or other interests in the surviving corporation or eligible entity, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation or organic document of that corporation or eligible entity. If the corporation is to be merged into a domestic or foreign corporation or eligible entity that is to be created pursuant to the merger and its members are to receive membership or other interests in the surviving corporation or eligible entity, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation or organic document of the new domestic or foreign corporation or eligible entity.</p><p>D. Unless the articles of incorporation or the board of directors acting pursuant to subsection B, requires a greater vote, the plan of merger to be authorized shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes cast by that voting group at a meeting at which a quorum of the voting group exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group exists.</p><p>E. Separate voting by voting groups is required:</p><p>1. On a plan of merger by each class of members:</p><p>a. Whose membership interests are to be converted under the plan of merger into membership interests in a different domestic or foreign corporation, or eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash, other property, or any combination of the foregoing; or</p><p>b. Who would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the articles of incorporation, would require action by separate voting groups under § <a href='http://law.lis.virginia.gov/vacode/13.1-887/'>13.1-887</a>.</p><p>2. On a plan of merger, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger.</p><p>F. Unless the articles of incorporation otherwise provide, approval by the corporation's members of a plan of merger is not required if:</p><p>1. The corporation will survive the merger;</p><p>2. Except for amendments permitted by subsection B of § <a href='http://law.lis.virginia.gov/vacode/13.1-885/'>13.1-885</a>, its articles of incorporation will not be changed; and</p><p>3. Each person who is a member of the corporation immediately before the effective time of the merger will retain the same membership interest with identical designation, preferences, limitations, and rights immediately after the effective time of the merger.</p><p>G. Where any merging corporation has no members, or no members having voting rights, a plan of merger shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.</p><p>H. If as a result of a merger one or more members of a domestic corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger shall require the execution by each member of a separate written consent to become subject to such owner liability.</p><p>Code 1950, § 13.1-242; 1956, c. 428; 1985, c. 522; 2002, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?021+ful+CHAP0607'>607</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0611'>611</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-895/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-896
|
13.1-896
|
Articles of merger
|
<p>A. After a plan of merger has been adopted and approved as required by this Act, articles of merger shall be executed on behalf of each party to the merger. The articles shall set forth:</p><p>1. The plan of merger, the names of the parties to the merger, and, for each party that is a foreign corporation or eligible entity, the name of the state or country under whose law it is incorporated or formed;</p><p>2. If the articles of incorporation of a domestic corporation that is the survivor of a merger are amended, or if a new domestic corporation is created as a result of a merger, as an attachment to the articles of merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation;</p><p>3. The date the plan of merger was adopted by each domestic corporation that was a party to the merger;</p><p>4. If the plan of merger required approval by the members of a domestic corporation that was a party to the merger, either:</p><p>a. A statement that the plan was approved by the unanimous consent of the members; or</p><p>b. A statement that the plan was submitted to the members by the board of directors in accordance with this Act, and a statement of:</p><p>(1) The designation of and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and</p><p>(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.</p><p>5. If the plan of merger was adopted by the directors without approval by the members of a domestic corporation that was a party to the merger, a statement that the plan of merger was duly approved by the vote of a majority of the directors in office, including the reason member approval was not required; and</p><p>6. As to each foreign corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.</p><p>B. Articles of merger shall be filed with the Commission by the survivor of the merger. If the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.</p><p>Code 1950, §§ 13.1-243, 13.1-244; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2000, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?001+ful+CHAP0053'>53</a>; 2003, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?031+ful+CHAP0597'>597</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2009, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?091+ful+CHAP0216'>216</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-896/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-897
|
13.1-897
|
Effect of merger
|
<p>A. When a merger becomes effective:</p><p>1. The domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence as the case may be;</p><p>2. The separate existence of every domestic or foreign corporation or eligible entity that is merged into the survivor ceases;</p><p>3. Property owned by and, except to the extent that assignment would violate a contractual prohibition on assignment by operation of law, every contract right possessed by each domestic or foreign corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;</p><p>4. All liabilities of each domestic or foreign corporation or eligible entity that is merged into the survivor are vested in the survivor;</p><p>5. The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;</p><p>6. The articles of incorporation or organic document of the survivor is amended to the extent provided in the plan of merger;</p><p>7. The articles of incorporation or organic document of a survivor that is created by the merger becomes effective; and</p><p>8. The membership interests of each domestic or foreign corporation that is a party to the merger and the eligible interests in an eligible entity that is a party to the merger that are to be converted under the plan of merger into membership interests, eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash, other property, or any combination of the foregoing, are converted, and the former holders of such membership interests or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under the organic law of the eligible entity.</p><p>B. Upon a merger's becoming effective, a foreign corporation or a foreign eligible entity that is the survivor of the merger is deemed to appoint the clerk of the Commission as its agent for service of process in a proceeding to enforce the rights of members of each domestic corporation that is a party to the merger.</p><p>C. No corporation that is required by law to be a domestic corporation may, by merger, cease to be a domestic corporation, but every such corporation, even though a corporation of some other state, the United States, or another country, shall also be a domestic corporation of the Commonwealth.</p><p>Code 1950, § 13.1-245; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-897/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-897.1
|
13.1-897.1
|
Abandonment of a merger
|
<p>A. Unless otherwise provided in the plan of merger or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been adopted and approved as required by this article, and at any time before the certificate of merger has become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its members in accordance with any procedures set forth in the plan of merger or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the plan of merger.</p><p>B. If a merger is abandoned after the articles of merger have been filed with the Commission but before the certificate of merger has become effective, in order for the certificate of merger to be abandoned, all parties to the plan of merger shall sign a statement of abandonment and deliver it to the Commission for filing prior to the effective time and date of the certificate of merger. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the time and date the statement of abandonment was received by the Commission, and the merger shall be deemed abandoned and shall not become effective.</p><p>C. The statement of abandonment shall contain:</p><p>1. The name of each domestic and foreign corporation and eligible entity that is a party to the merger and its jurisdiction of formation and entity type;</p><p>2. When the survivor will be a domestic corporation or domestic stock corporation created by the merger, the name of the survivor set forth in the articles of merger;</p><p>3. The date on which the articles of merger were filed with the Commission;</p><p>4. The date and time on which the Commission's certificate of merger becomes effective; and</p><p>5. A statement that the merger is being abandoned in accordance with this section.</p><p>2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2021, Sp. Sess. I, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?212+ful+CHAP0487'>487</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-897.1/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-898
|
13.1-898
|
Repealed
|
<p>Repealed by Acts 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>, cl. 2.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-898/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-898.1:1
|
13.1-898.1:1
|
Definitions
|
<p>As used in this article, unless the context requires a different meaning:</p><p>"Domesticated corporation" means the domesticating corporation as it continues in existence after a domestication.</p><p>"Domesticating corporation" means the domestic corporation that approves a plan of domestication pursuant to § <a href='/vacode/13.1-898.3/'>13.1-898.3</a> or the foreign corporation that approves a domestication pursuant to the organic law of the foreign corporation.</p><p>"Domestication" means a transaction pursuant to this article, including domestication of a foreign corporation as a domestic corporation or domestication of a domestic corporation in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name.</p><p>2021, Sp. Sess. I, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?212+ful+CHAP0487'>487</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-898.1:1/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-898.2
|
13.1-898.2
|
Domestication
|
<p>A. A foreign corporation may become a domestic corporation if the laws of the jurisdiction in which the foreign corporation is incorporated authorize it to domesticate in another jurisdiction. The laws of the Commonwealth shall govern the effect of domesticating in the Commonwealth pursuant to this article.</p><p>B. A domestic corporation not required by law to be a domestic corporation may become a foreign corporation if the jurisdiction in which the corporation intends to domesticate allows for the domestication. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved in the manner provided in this article. The laws of the jurisdiction in which the corporation domesticates shall govern the effect of domesticating in that jurisdiction.</p><p>C. The plan of domestication shall set forth:</p><p>1. A statement of the jurisdiction in which the corporation is to be domesticated;</p><p>2. The terms and conditions of the domestication; and</p><p>3. For a foreign corporation that is to become a domestic corporation, as a referenced attachment, amended and restated articles of incorporation that comply with the requirements of § <a href='http://law.lis.virginia.gov/vacode/13.1-819/'>13.1-819</a> as they will be in effect upon consummation of the domestication.</p><p>D. The plan of domestication may include any other provision relating to the domestication.</p><p>E. The plan of domestication may also include a provision that the board of directors may amend the plan at any time prior to issuance of the certificate of domestication or such other document required by the laws of the other jurisdiction to consummate the domestication. Where a plan of domestication is required to be submitted to the members for their approval, an amendment made subsequent to the submission of the plan to the members of the corporation shall not alter or change any of the terms or conditions of the plan if such alteration or change would adversely affect the members of any class of the corporation.</p><p>2003, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?031+ful+CHAP0374'>374</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2012, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?121+ful+CHAP0130'>130</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-898.2/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-898.3
|
13.1-898.3
|
Action on plan of domestication by a domestic corporation
|
<p>A. When the members of a domestic corporation have voting rights, a plan of domestication shall be adopted in the following manner:</p><p>1. The board of directors of the corporation shall adopt the plan of domestication.</p><p>2. After adopting a plan of domestication, the board of directors shall submit the plan of domestication for approval by the members.</p><p>3. For a plan of domestication to be approved:</p><p>a. The board of directors shall recommend the plan to the members unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members with the plan; and</p><p>b. The members shall approve the plan as provided in subdivision 6 of this subsection.</p><p>4. The board of directors may condition its submission of the plan of domestication to the members on any basis.</p><p>5. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § <a href='http://law.lis.virginia.gov/vacode/13.1-842/'>13.1-842</a> at which the plan of domestication is to be submitted for approval. The notice shall state that a purpose of the meeting is to consider the plan and shall contain or be accompanied by a copy of the plan.</p><p>6. Unless this Act or the board of directors, acting pursuant to subdivision 4 of this subsection, requires a greater vote, the plan of domestication shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subdivision or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the plan at a meeting at which a quorum of the voting group exists.</p><p>7. Voting by a class of members as a separate voting group is required on a plan of domestication if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would entitle the class to vote as a separate voting group on the proposed amendment under § <a href='http://law.lis.virginia.gov/vacode/13.1-887/'>13.1-887</a>.</p><p>B. When a domestic corporation has no members, or no members have voting rights, a plan of domestication shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.</p><p>2003, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?031+ful+CHAP0374'>374</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-898.3/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-898.4
|
13.1-898.4
|
Articles of domestication
|
<p>A. After the domestication of a foreign corporation is approved in the manner required by the laws of the jurisdiction in which the corporation is incorporated, the corporation shall file with the Commission articles of domestication setting forth:</p><p>1. The name of the corporation immediately prior to the filing of the articles of domestication and, if that name is unavailable for use in the Commonwealth or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of § <a href='http://law.lis.virginia.gov/vacode/13.1-829/'>13.1-829</a>;</p><p>2. The plan of domestication;</p><p>3. The original jurisdiction of the corporation and the date the corporation was incorporated in that jurisdiction, and each subsequent jurisdiction and the date the corporation was domesticated in each such jurisdiction, if any, prior to the filing of the articles of domestication; and</p><p>4. A statement that the domestication is permitted by the laws of the jurisdiction in which the corporation is incorporated and that the corporation has complied with those laws in effecting the domestication.</p><p>B. If the Commission finds that the articles of domestication comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of domestication.</p><p>C. The certificate of domestication shall become effective pursuant to § <a href='http://law.lis.virginia.gov/vacode/13.1-806/'>13.1-806</a>.</p><p>D. A foreign corporation's existence as a domestic corporation shall begin when the certificate of domestication is effective. Upon becoming effective, the certificate of domestication shall be conclusive evidence that all conditions precedent required to be performed by the foreign corporation have been complied with and that the corporation has been incorporated under this Act.</p><p>E. If the foreign corporation is authorized to transact business in the Commonwealth under Article 14 (§ <a href='http://law.lis.virginia.gov/vacode/13.1-919/'>13.1-919</a> et seq.), its certificate of authority shall be canceled automatically on the effective date of the certificate of domestication issued by the Commission.</p><p>2003, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?031+ful+CHAP0374'>374</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2012, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?121+ful+CHAP0130'>130</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-898.4/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-898.5
|
13.1-898.5
|
Surrender of articles of incorporation upon domestication
|
<p>A. Whenever a domestic corporation has adopted and approved, in the manner required by this article, a plan of domestication providing for the corporation to be domesticated under the laws of another jurisdiction, the corporation shall file with the Commission articles of incorporation surrender setting forth:</p><p>1. The name of the corporation;</p><p>2. The jurisdiction in which the corporation is to be domesticated and the name of the corporation upon its domestication under the laws of that jurisdiction;</p><p>3. The plan of domestication;</p><p>4. A statement that the articles of incorporation surrender are being filed in connection with the domestication of the corporation as a foreign corporation to be incorporated under the laws of another jurisdiction and that the corporation is surrendering its charter under the laws of the Commonwealth;</p><p>5. Where the members of the corporation have voting rights, a statement:</p><p>a. That the plan was adopted by the unanimous consent of the members; or</p><p>b. That the plan was submitted to the members by the board of directors in accordance with this Act, and a statement of:</p><p>(1) The existence of a quorum of each voting group entitled to vote separately on the plan; and</p><p>(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group;</p><p>6. Where the corporation has no members, or no members having voting rights, then a statement of that fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office;</p><p>7. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was incorporated in the Commonwealth;</p><p>8. A mailing address to which the clerk may mail a copy of any process served on the clerk under subdivision 7; and</p><p>9. A commitment by the corporation to notify the clerk of the Commission in the future of any change in the mailing address of the corporation.</p><p>B. If the Commission finds that the articles of incorporation surrender comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of incorporation surrender.</p><p>C. The corporation shall automatically cease to be a domestic corporation when the certificate of incorporation surrender becomes effective.</p><p>D. If the former domestic corporation intends to continue to transact business in the Commonwealth, then, within 30 days after the effective date of the certificate of incorporation surrender, it shall deliver to the Commission an application for a certificate of authority to transact business in the Commonwealth pursuant to § <a href='http://law.lis.virginia.gov/vacode/13.1-921/'>13.1-921</a> together with a copy of its instrument of domestication and articles of incorporation and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose laws it is incorporated or domesticated.</p><p>E. Service of process on the clerk of the Commission is service of process on a former domestic corporation that has surrendered its charter pursuant to this section. Service on the clerk shall be made in accordance with § <a href='http://law.lis.virginia.gov/vacode/12.1-19.1/'>12.1-19.1</a> and service on the former domestic corporation may be made in any other manner permitted by law.</p><p>2003, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?031+ful+CHAP0374'>374</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0623'>623</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-898.5/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-898.6
|
13.1-898.6
|
Effect of domestication
|
<p>A. When a foreign corporation's certificate of domestication in the Commonwealth becomes effective, with respect to that corporation:</p><p>1. The title to all real estate and other property remains in the corporation without reversion or impairment;</p><p>2. The liabilities remain the liabilities of the corporation;</p><p>3. A proceeding pending may be continued by or against the corporation as if the domestication did not occur;</p><p>4. The articles of incorporation attached to the articles of domestication constitute the articles of incorporation of the corporation; and</p><p>5. The corporation is deemed to:</p><p>a. Be incorporated under the laws of the Commonwealth for all purposes;</p><p>b. Be the same corporation as the corporation that existed under the laws of the jurisdiction or jurisdictions in which it was originally incorporated or formerly domiciled; and</p><p>c. Have been incorporated on the date it was originally incorporated or organized.</p><p>B. Any member or director of a foreign corporation that domesticates into the Commonwealth who, prior to the domestication, was liable for the liabilities or obligations of the corporation is not released from those liabilities or obligations by reason of the domestication.</p><p>2003, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?031+ful+CHAP0374'>374</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-898.6/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-898.7
|
13.1-898.7
|
Abandonment of domestication
|
<p>A. Unless otherwise provided in the plan of domestication, after a plan of domestication has been adopted and approved by a domestic corporation as required by this article, and at any time before the certificate of incorporation surrender has become effective, the plan may be abandoned by the corporation without action by its members in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors.</p><p>B. A domesticating corporation that is a foreign corporation may abandon its domestication to a domestic corporation in the manner prescribed by its organic law.</p><p>C. If a domestication is abandoned after articles of incorporation surrender or articles of domestication have been filed with the Commission but before the certificate of incorporation surrender or certificate of domestication has become effective, a statement of abandonment signed by the domesticating corporation shall be delivered to the Commission for filing prior to the effective time and date of the certificate of incorporation surrender or certificate of domestication. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the domestication shall be deemed abandoned and shall not become effective.</p><p>D. The statement of abandonment shall contain:</p><p>1. The name of the domesticating corporation and its jurisdiction of formation;</p><p>2. When the domestication corporation is a foreign corporation, the name of the domesticated corporation set forth in the articles of domestication;</p><p>3. The date on which the articles of incorporation surrender or articles of domestication were filed with the Commission;</p><p>4. The date and time on which the Commission's certificate of incorporation surrender or certificate of domestication becomes effective; and</p><p>5. A statement that domestication is being abandoned in accordance with this section or, when the domesticating corporation is a foreign corporation, a statement that the foreign corporation abandoned the domestication as required by its organic law.</p><p>2003, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?031+ful+CHAP0374'>374</a>; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>; 2015, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?151+ful+CHAP0623'>623</a>; 2021, Sp. Sess. I, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?212+ful+CHAP0487'>487</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-898.7/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-899
|
13.1-899
|
Sale of assets in regular course of business
|
<p>Unless the articles of incorporation provide otherwise, no approval of the members of a corporation entitled to vote is required:</p><p>1. To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;</p><p>2. To mortgage, pledge or dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets whether or not in the usual and regular course of business; or</p><p>3. To transfer any or all of the corporation's assets to one or more domestic or foreign eligible entities all of whose eligible interests are owned by the corporation.</p><p>Code 1950, §§ 13-232, 13.1-246; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-899/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-900
|
13.1-900
|
Sale of assets other than in regular course of business
|
<p>A. A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its assets, with or without the good will, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors adopts and its members approve the proposed transaction.</p><p>B. Where there are members having voting rights, a disposition, other than a disposition described in § <a href='http://law.lis.virginia.gov/vacode/13.1-899/'>13.1-899</a>, shall be authorized in the following manner:</p><p>1. The board of directors shall adopt a resolution authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the members for their approval. The board of directors shall also submit to the members a recommendation that the members approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination.</p><p>2. The board of directors may condition its submission of the proposed transaction on any basis.</p><p>3. The corporation shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § <a href='http://law.lis.virginia.gov/vacode/13.1-842/'>13.1-842</a>. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain or be accompanied by a copy or summary of the agreement pursuant to which the disposition will be effected. If only a summary of the agreement is sent to members, the corporation shall also send a copy of the agreement to any member who requests it.</p><p>4. Unless the board of directors, acting pursuant to subdivision 2 of this subsection, requires a greater vote, the disposition to be authorized shall be approved by more than two-thirds of all the votes cast on the disposition at a meeting at which a quorum exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the disposition by each voting group entitled to vote on the disposition at a meeting at which a quorum of the voting group exists.</p><p>5. Unless the parties to the disposition have agreed otherwise, after a disposition of assets has been approved by members, and at any time before the disposition has been consummated, it may be abandoned, subject to any contractual rights, without further member action in accordance with the procedure set forth in the resolution proposing the disposition or, if none is set forth, by the board of directors.</p><p>C. For a transaction to be authorized where there are no members, or no members having voting rights, the proposed transaction shall be authorized upon receiving the vote of a majority of the directors in office.</p><p>D. A disposition of assets in the course of dissolution under Article 13 (§ <a href='http://law.lis.virginia.gov/vacode/13.1-902/'>13.1-902</a> et seq.) is not governed by this section.</p><p>Code 1950, §§ 13-232, 13.1-246; 1956, c. 428; 1985, c. 522; 1991, c. 110; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-900/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-901
|
13.1-901
|
Sale of certain real property by incorporated educational institutions
|
<p>In all cases where an incorporated educational institution, or its board of directors, or trustees, for its benefit, owns or holds more than 1,000 acres of land in one or more tracts outside of a city or incorporated town, such board of trustees or directors may, notwithstanding any provision in its charter, or in the deed, will or muniment of title under which such real estate is held, by a majority vote of all of the members of such board, sell and convey all of such real estate in excess of 1,000 acres, the portion to be sold to embrace both land and buildings as may be determined by the board.</p><p>Code 1950, § 13.1-246.1; 1973, c. 476; 1985, c. 522.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-901/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
VA:13.1-902
|
13.1-902
|
Dissolution by directors and members
|
<p>A. Where there are members having voting rights, a corporation's board of directors may propose dissolution for submission to the members.</p><p>B. For a proposal to dissolve to be adopted:</p><p>1. The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members; and</p><p>2. The members entitled to vote shall approve the proposal to dissolve as provided in subsection E.</p><p>C. The board of directors may condition its submission of the proposal for dissolution on any basis.</p><p>D. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § <a href='http://law.lis.virginia.gov/vacode/13.1-842/'>13.1-842</a>. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.</p><p>E. Unless the board of directors, acting pursuant to subsection C, requires a greater vote, dissolution to be authorized shall have been approved by more than two-thirds of all the votes cast on the proposal to dissolve at a meeting at which a quorum exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast by each voting group entitled to vote on the proposed dissolution at a meeting at which a quorum of the voting group exists.</p><p>Code 1950, § 13.1-248; 1956, c. 428; 1985, c. 522; 2007, c. <a href='http://LegacyLIS.virginia.gov/cgi-bin/legp604.exe?071+ful+CHAP0925'>925</a>.</p><p class='sidenote'>The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.</p>
|
https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-902/
|
VA:Title-13.1-Chapter-10
|
10
|
VIRGINIA NONSTOCK CORPORATION ACT
|
VA:Title-13.1
|
13.1
|
Corporations
|
VA
|
Code of Virginia
|
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