2026 SESSION

INTRODUCED

26105342D

HOUSE BILL NO. 439

Offered January 14, 2026

Prefiled January 12, 2026

A BILL to amend and reenact §§ 13.1-803, 13.1-804, 13.1-804.1, 13.1-806 through 13.1-811, 13.1-813 through 13.1-816, 13.1-819 through 13.1-828, 13.1-834, 13.1-835, 13.1-837 through 13.1-852.1, 13.1-852 through 13.1-860, 13.1-862, 13.1-864, 13.1-865, 13.1-867 through 13.1-870.1, 13.1-871, 13.1-872 through 13.1-897.1, 13.1-898.2 through 13.1-898.5, 13.1-899, 13.1-900, 13.1-902, 13.1-904 through 13.1-910, 13.1-912 through 13.1-923, 13.1-925 through 13.1-936.1, 13.1-937, 13.1-939, 13.1-945, 13.1-1002, and 13.1-1082 of the Code of Virginia; to amend the Code of Virginia by adding in Chapter 10 of Title 13.1 an article numbered 1.1, consisting of sections numbered 13.1-814.2 through 13.1-814.9, by adding sections numbered 13.1-837.1 and 13.1-837.2, by adding in Article 7 of Chapter 10 of Title 13.1 a section numbered 13.1-852.01, by adding in Chapter 10 of Title 13.1 an article numbered 7.2, consisting of sections numbered 13.1-852.3 through 13.1-852.7, by adding sections numbered 13.1-861.1, 13.1-871.2, 13.1-889.1, 13.1-894.1, 13.1-895.1, 13.1-898.5:1, by adding in Chapter 10 of Title 13.1 an article numbered 11.2, consisting of sections numbered 13.1-898.8 through 13.1-898.14, by adding in Chapter 10 of Title 13.1 an article numbered 13.1, consisting of sections numbered 13.1-918.1 through 13.1-918.2, and by adding a section numbered 13.1-935.2; and to repeal §§ 13.1-898.6 and 13.1-898.7 and Article 17.1 (§§ 13.1-944.1 through 13.1-944.7) of Chapter 10 of Title 13.1 of the Code of Virginia, relating to Virginia Nonstock Corporation Act.

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Patron—Hope

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Committee Referral Pending

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Be it enacted by the General Assembly of Virginia:

1. That §§ 13.1-803, 13.1-804, 13.1-804.1, 13.1-806 through 13.1-811, 13.1-813 through 13.1-816, 13.1-819 through 13.1-828, 13.1-834, 13.1-835, 13.1-837 through 13.1-852.1, 13.1-852 through 13.1-860, 13.1-862, 13.1-864, 13.1-865, 13.1-867 through 13.1-870.1, 13.1-871, 13.1-872 through 13.1-897.1, 13.1-898.2 through 13.1-898.5, 13.1-899, 13.1-900, 13.1-902, 13.1-904 through 13.1-910, 13.1-912 through 13.1-923, 13.1-925 through 13.1-936.1, 13.1-937, 13.1-939, 13.1-945, 13.1-1002, and 13.1-1082 of the Code of Virginia are amended and reenacted and that the Code of Virginia is amended by adding in Chapter 10 of Title 13.1 an article numbered 1.1, consisting of sections numbered 13.1-814.2 through 13.1-814.9, by adding sections numbered 13.1-837.1 and 13.1-837.2, by adding in Article 7 of Chapter 10 of Title 13.1 a section numbered 13.1-852.01, by adding in Chapter 10 of Title 13.1 an article numbered 7.2, consisting of sections numbered 13.1-852.3 through 13.1-852.7, by adding sections numbered 13.1-861.1, 13.1-871.2, 13.1-889.1, 13.1-894.1, 13.1-895.1, 13.1-898.5:1, by adding in Chapter 10 of Title 13.1 an article numbered 11.2, consisting of sections numbered 13.1-898.8 through 13.1-898.14, by adding in Chapter 10 of Title 13.1 an article numbered 13.1, consisting of sections numbered 13.1-918.1 through 13.1-918.2, and by adding a section numbered 13.1-935.2 as follows:

§ 13.1-803. Definitions.

As used in this chapter, unless the context requires a different meaning:

"Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission and all amendments including certificates of merger, consolidation, or correction. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation without the accompanying articles of restatement, amendment, domestication, or merger. When used with respect to a foreign corporation, the "articles of incorporation" of such entity means the document that is equivalent to the articles of incorporation of a domestic corporation.

"Board of directors" means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors.

"Certificate," when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.

"Charitable asset" means property that is given, received, or held for a charitable purpose.

"Charitable corporation" means a domestic corporation that is operated primarily or exclusively for one or more charitable purposes.

"Charitable purpose" means a purpose that (i) would make a corporation operated exclusively for that purpose eligible to be exempt from taxation under § 501 (c)(3) of the Internal Revenue Code or (ii) is considered charitable under the laws of the Commonwealth or the Internal Revenue Code.

"Commission" means the State Corporation Commission of Virginia.

"Conspicuous" means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text that is italicized, is in boldface, contrasting colors, or capitals, or is underlined is conspicuous.

"Conversion" means a transaction pursuant to § 13.1-898.9 or 13.1-928.2.

"Corporation" or "domestic corporation" means a corporation not authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth or that has become a domestic corporation of the Commonwealth pursuant to Article 11.1 (§ 13.1-898.1:1 et seq.) or Article 11.2 (§ 13.1-898.8 et seq.).

"Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § 13.1-810, by electronic transmission.

"Disinterested director" means a director who, at the time action is to be taken under § 13.1-871, 13.1-878, or 13.1-880, does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to affect adversely impair the objectivity of the director director's judgment when participating in the action, and if the action is to be taken under § 13.1-878 or 13.1-880, is also not a party to the proceeding. The presence of one or more of the following circumstances shall not by itself prevent a person from being a disinterested director: (a) nomination or election of the director to the current board of directors by any director who is not a disinterested director with respect to the matter or by any person that has a material relationship with that director, acting alone or participating with others, who is so interested in the matter or; (b) service as a director of another corporation of which an interested person is also a director who is not a disinterested director with respect to the matter, or any person that has a material relationship with that director, is or was also a director; or (c) at the time action is taken under § 13.1-852.7, status as a named defendant, as a director against whom action is demand, or as a director who approved the act being challenged.

"Distribution" means a direct or indirect transfer of cash or other property or incurrence of indebtedness by a corporation to or for the benefit of its members in respect of any of its membership interests. A distribution may be in the form of a payment of a dividend, a distribution of indebtedness of the corporation, a distribution in liquidation, or otherwise.

"Document" means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument handwritten, typed, printed, or similar instruments or copies of such instruments, or (ii) an electronic record.

"Domestic," with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.

"Domestication" means a transaction pursuant to § 13.1-898.2.

"Domestic business trust" has the same meaning as specified in § 13.1-1201.

"Domestic limited liability company" has the same meaning as specified in § 13.1-1002.

"Domestic limited partnership" has the same meaning as specified in § 50-73.1.

"Domestic partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under § 50-73.88 or predecessor law of the Commonwealth and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership.

"Domestic stock corporation" has the same meaning as "domestic corporation" as specified in § 13.1-603.

"Effective date," when referring to a document for which effectiveness is contingent upon issuance of a certificate by the Commission, means the time and date determined in accordance with § 13.1-806.

"Effective date of notice" is defined in subsection I of § 13.1-810.

"Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

"Electronic record" means information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of § 13.1-810.

"Electronic transmission" or "electronically transmitted" means any form or process of communication, not directly involving the physical transfer of paper or other another tangible medium, that (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of § 13.1-810.

"Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign stock corporation.

"Eligible interests" means interests or shares.

"Employee" includes, unless otherwise provided in the bylaws, an officer but not a director. A director may accept duties that make the director also an employee.

"Entity" includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government.

"Entity conversion" means conversion. A certificate of entity conversion is the same as a certificate of conversion.

"Expenses" means reasonable expenses of any kind that are incurred in connection with a matter.

"Filing entity" means an unincorporated entity other than a general partnership.

"Foreign," with respect to an entity, means an entity governed as to its internal affairs by the organic law of a jurisdiction other than the Commonwealth.

"Foreign business trust" has the same meaning as specified in § 13.1-1201.

"Foreign corporation" means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth.

"Foreign limited liability company" has the same meaning as specified in § 13.1-1002.

"Foreign limited partnership" has the same meaning as specified in § 50-73.1.

"Foreign partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership.

"Foreign registered limited liability partnership" has the same meaning as specified in § 50-73.79.

"Foreign stock corporation" has the same meaning as "foreign corporation" as specified in § 13.1-603.

"Foreign unincorporated entity" means a foreign partnership, foreign limited liability company, foreign limited partnership, or foreign business trust.

"Fundamental transaction" means an amendment of the articles of incorporation or bylaws, merger, interest exchange, disposition of assets requiring member approval, domestication, conversion, or dissolution of a corporation.

"Government subdivision" includes authority, county, district, and municipality.

"Includes" denotes a partial definition.

"Incorporation surrender" has the same meaning as specified in § 13.1-898.1:1. A certificate of incorporation surrender is the same as a certificate of domestication.

"Individual" means a natural person.

"Interest" means either:

1. A membership; or

2. Either or both of the following rights under the organic law of a foreign or domestic governing an unincorporated entity:

1. The (i) the right to receive distributions from the entity either in the ordinary course or upon liquidation; or

2. The (ii) the right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.

"Interest holder" means a person who holds of record an interest.

"Interest holder liability" means:

1. Personal liability for a liability of a domestic or foreign stock corporation, a foreign corporation, or an unincorporated entity that is imposed on a person (i) solely by reason of the status of the person as an interest holder or (ii) by a provision the organic rules that make specified interest holders or a categories of interest holder liable in their capacity as interest holders for all or specified liabilities of the entity; or

2. An obligation of an interest holder under the organic rules of a domestic or foreign unincorporated entity to contribute to the entity.

"Internal Revenue Code" means the United States Internal Revenue Code of 1986, 26 U.S.C. § 1 et seq., as amended.

"Jurisdiction of formation" means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity.

"Means" denotes an exhaustive definition.

"Member" means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws.

"Membership interest" means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership as provided for in its articles of incorporation or bylaws.

"Organic document" means the document, if any, that is filed of public record to create an unincorporated entity. Where an organic document has been amended or restated, the term means the organic document as last amended or restated.

"Merger" means a transaction pursuant to § 13.1-894 or 13.1-928.1.

"Notice" has the same meaning as specified in § 13.1-810.

"Organic law" means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity.

"Organic rules" means the public organic record and the private organic rules of a domestic or foreign corporation or eligible association."

"Partnership" has the same meaning as specified in § 50.1-73.79.

"Person" includes an individual and an entity.

"Principal office" means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. The designation of the principal office in the most recent annual report filed pursuant to § 13.1-936 shall be conclusive for purposes of this chapter.

"Private organic rules" means (i) the bylaws of a domestic or foreign corporation or domestic or foreign stock corporation or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity, are binding on all interest holders, and are not part of its public organic record. Where private organic rules have been amended or restated, "private organic rules" means the private organic rules as last amended or restated.

"Proceeding" includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency.

"Protected series" has the same meaning as specified in § 13.1-1002.

"Public organic record" means (i) the articles of incorporation of a domestic or foreign corporation or domestic or foreign stock corporation or (ii) the document, the filing of which is required to create an unincorporated entity. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated.

"Right to vote" or "having voting rights" means the right to vote with respect to the matter at hand.

"Record date" means the date established under Article 7 (§ 13.1-837 et seq.) of this chapter on which a corporation determines fixed for determining the identity of its the corporation's members and their membership interests for purposes of this chapter. The determination shall be made as of the close of business at the principal office of the corporation on the record date unless another time for doing so is specified when the record date is fixed.

"Registered limited liability partnership" has the same meaning as specified in § 50-73.79.

"Secretary" means the corporate officer or other individual to whom the board of directors has delegated responsibility under subsection C of § 13.1-872 for custody of the minutes of the meetings of the board of directors and of the members and authenticating records of the corporation.

"Shares" has the same meaning as specified in § 13.1-603.

"Sign" or "signature" means, with present intent to authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (ii) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.

"State" when referring to a part of the United States, includes a state, commonwealth, and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession, and their agencies and governmental subdivisions, of the United States.

"Transact business" includes the conduct of affairs by any corporation that is not organized for profit.

"Unincorporated entity" or "domestic unincorporated entity" means a domestic partnership, limited liability company, limited partnership, or business trust.

"United States" includes any district, authority, bureau, commission, department, or any other agency of the United States.

"Voting group" means all members of one or more classes that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.

"Voting power" means the current power to vote in the election of directors.

"Writing" or "written" means any information in the form of a document.

§ 13.1-804. Filing requirements.

A. A No document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to be filed with the Commission. under the provisions of this chapter unless (i) it satisfies the requirements of this section and any other section that adds to or varies these requirements and (ii)

B. The document shall be one that this Act chapter requires or permits it to be filed with the Commission.

C. B. The document shall contain the information required by this Act chapter. It may contain other information as well.

D. C. The document shall be typewritten or printed or, if electronically transmitted, shall be in a format that can be retrieved or reproduced in typewritten or printed form. The typewritten or printed portion shall be in black. Photocopies, or other reproduced copies, of typewritten or printed documents may be filed. In every case, information in the document shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality.

E. D. The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals. The articles of incorporation, duly authenticated by the official having custody of corporate records in the state or country under whose law the jurisdiction of formation of the foreign corporation is incorporated, which that are required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

F. E. The document shall be signed in the name of the domestic or foreign corporation:

1. By the chairman chair or any vice-chairman vice-chair of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation;

2. If directors have not been selected or the corporation has not been formed, by an incorporator; or

3. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

G. F. Any annual report required to be filed by § 13.1-936 shall be signed in the name of the corporation by an officer, director, or other person authorized by the corporation to sign the annual report, or, if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

H. G. The person signing executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. Any signature may be a facsimile the document is signed. The document may but need not contain a corporate seal, attestation, acknowledgment, or verification.

I. H. If, pursuant to any provision of this Act chapter, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.

J. I. The document shall be delivered to the Commission for filing and shall be accompanied by the required correct filing fee, and any charter or entrance fee or, registration fee, or penalty required by this Act chapter.

K. J. The Commission may accept the electronic filing transmission of any document or other information required or permitted to be filed by this Act chapter and may prescribe the methods of execution, recording, reproduction, and certification of electronically filed transmitted information pursuant to § 59.1-496.

L. K. Whenever a provision of this Act chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:

1. The plan or filed document shall specify the nationally recognized news or information medium in which the facts may can be found or otherwise state the manner in which the facts can be objectively ascertained. The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document.

2. The facts may include:

a. Any of the following that are available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;

b. A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or

c. The terms of or actions taken under an agreement to which the corporation is a party, or any other agreement or document.

3. As used in this subsection:

a. "Filed document" means a document filed with the Commission under § 13.1-819 or Article 10 (§ 13.1-884 et seq.) or 11 (§ 13.1-893.1 et seq.) of this Act, 11.1 (§ 13.1-898.1:1 et seq.), 11.2 (§ 13.1-898.8 et seq.), or 13 (§ 13.1-902 et seq.); and

b. "Plan" means a plan of domestication, conversion, merger, or interest exchange.

4. The following terms of a plan or filed document may shall not be made dependent on facts outside the plan or filed document:

a. The name and address of any person required in a filed document;

b. A purpose that is required to be set forth in a filed document;

c. The registered office address of any entity required in a filed document;

c. d. The name or qualification of the registered agent of any entity required in a filed document;

d. e. The number of members and designation of each class of members;

e. f. The effective date of a filed document; and

f. g. Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.

5. If a term of a filed document is made dependent on a fact objectively ascertainable outside of the filed document and that fact is not objectively ascertainable by reference to a source described in subdivision 2a 2 a or to a document that is a matter of public record, or if the affected members have not received nor has notice of the fact from been given by the corporation to the affected members, then the corporation shall file with the Commission articles of amendment setting forth the fact promptly after the time when the fact referred to is first objectively ascertainable or thereafter changes. Articles of amendment under this subdivision are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the members.

6. The provisions of subdivisions 1, 2, and 5 of this subsection shall not be considered by the Commission in deciding whether the terms of a plan or filed document comply with the requirements of law.

§ 13.1-804.1. Filing with the Commission pursuant to reorganization.

A. Notwithstanding anything to the contrary contained in § 13.1-804, 13.1-819, 13.1-896, 13.1-898.4, 13.1-898.10, or 13.1-904, whenever, pursuant to any applicable statute of the United States relating to reorganizations of corporations, a plan of reorganization of a corporation has been confirmed by the decree or order of a court of competent jurisdiction, the corporation may, put into effect and carry out the plan and decrees of the court relative thereto (i) through one or more amendments to the corporation's articles of incorporation containing terms and conditions permitted by this chapter; (ii) through a plan of merger, interest exchange, domestication, or conversion; or (iii) through dissolution of its corporate existence without action by the board of directors or members to carry out the plan of reorganization ordered or decreed by such court of competent jurisdiction under federal statute, put into effect and carry out the plan and decrees of the court relative thereto (i) through an amendment or amendments to the corporation's articles of incorporation containing terms and conditions permitted by this Act, (ii) through a plan of merger, or (iii) through dissolution.

B. The individual or individuals designated by the court shall file with the Commission articles of amendment, merger, or interest exchange, domestication, conversion, dissolution, or termination which, in addition to the matters otherwise required or permitted by law to be set forth therein, shall set forth:

1. The name of the corporation;

2. The text of each Any provision relating to the articles of amendment, plan of merger, or interest exchange, domestication, conversion, dissolution, or termination approved by the court;

3. The name of the court and the date of the court's order or decree approving the articles of amendment, plan of merger, or interest exchange, domestication, conversion, dissolution, or termination;

4. The title and case number, if any, of the reorganization proceeding in which the order or decree was entered; and

5. A statement that the court had jurisdiction of the proceeding under federal statute.

C. If the Commission finds that the articles of amendment, merger, or interest exchange, domestication, conversion, dissolution, or termination comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, merger, or interest exchange, domestication, conversion, dissolution, or termination of corporate existence.

D. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

§ 13.1-806. Effective time and date of document.

A. Except as otherwise provided in § 13.1-807 and Article 1.1 (§ 13.1-814.2 et seq.), a certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission and the articles state that the certificate shall become effective at a later time or date specified in the articles. In that event the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is issued by the Commission. If a delayed effective date is specified, but no time is specified, the effective time shall be 12:01 a.m. on the date specified. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter.

B. Notwithstanding subsection A, any certificate that has a delayed effective time or date shall not become effective if, prior to the effective time and date, a statement of cancellation signed by each party to the articles to which the certificate relates is delivered to the Commission for filing. If the Commission finds that the statement of cancellation complies with the requirements of law, it shall, by order, cancel the certificate.

C. A statement of cancellation shall contain:

1. The name of the corporation;

2. The name of the articles and the date on which the articles were filed with the Commission;

3. The time and date on which the Commission's certificate becomes effective; and

4. A statement that the articles are being canceled in accordance with this section.

D. Notwithstanding subsection A, for purposes of §§ 13.1-829 and 13.1-924, any certificate that has a delayed effective date shall be deemed to be effective when the certificate is issued.

E. For articles with a delayed effective date and time, the effective date and time shall be Eastern Time.

§ 13.1-807. Correcting filed articles.

A. Articles filed with the Commission may be corrected if (i) the articles contain an inaccuracy; (ii) the articles were not properly authorized or defectively signed, attested, sealed, verified, or acknowledged; or (iii) the electronic transmission of the articles to the Commission was defective.

B. Articles are corrected by filing with the Commission articles of correction that:

1. Set forth the name of the corporation prior to filing;

2. Describe the articles to be corrected, including their effective date;

3. Specify the inaccuracy or defect to be corrected;

4. Correct the inaccuracy or defect; and

5. State that the board of directors corporation authorized the correction and the date of such authorization.

C. If the Commission finds that the articles of correction comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of correction. Upon the issuance of a certificate of correction by the Commission, the articles of correction shall become effective as of the effective date and time of the articles they correct except as to persons relying on the uncorrected articles and adversely affected by the correction. As to those persons, articles of correction are effective upon the issuance of the certificate of correction.

D. No articles of correction shall be accepted by the Commission when received more than 30 days after the effective date of the certificate relating to the articles to be corrected.

§ 13.1-808. Evidentiary effect of copy of filed document.

A certificate attached to delivered with a copy of any document admitted to the records of the Commission, bearing the signature of the clerk of the Commission or a member of the staff of the office of the clerk, which in either case may be in facsimile, and the seal of the Commission, which may be in facsimile, is conclusive evidence that the document has been admitted to the records of the Commission.

§ 13.1-809. Certificate of good standing.

A. Anyone may apply to the Commission to furnish a certificate of good standing for a domestic or foreign corporation.

B. The certificate of good standing shall state that the corporation is in good standing in the Commonwealth and shall set forth:

1. The domestic corporation's corporate name or the foreign corporation's corporate name and, if applicable, the designated name adopted for use in the Commonwealth;

2. That (i) the domestic corporation is duly incorporated under the law of the Commonwealth, the date of its incorporation, which is the original date of incorporation or formation of the domesticated or converted corporation if the corporation was domesticated from a foreign jurisdiction or was converted from a domestic or foreign eligible entity, and the period of its duration if less than perpetual or (ii) the foreign corporation is authorized to transact business in the Commonwealth; and

3. If requested, a list of all certificates relating to articles filed with the Commission that have been issued by the Commission with respect to such corporation and their respective effective dates.

C. A domestic corporation or a foreign corporation authorized to transact business in the Commonwealth shall be deemed to be in good standing if:

1. All fees, fines, penalties, and interest assessed, imposed, charged, or to be collected by the Commission pursuant to this chapter have been paid except for any annual registration fee that is not due;

2. An annual report required by § 13.1-936 has been delivered to and accepted by the Commission; and

3. No certificate of dissolution, certificate of withdrawal, or order of reinstatement prohibiting the domestic corporation from engaging in business until it changes its corporate name has been issued or such certificate or prohibition has not become effective or no longer is in effect.

D. The certificate may state any other facts of record in the office of the clerk of the Commission that may be requested by the applicant.

E. Subject to any qualification stated in the certificate, a certificate of good standing issued by the Commission may be relied upon as conclusive evidence that the domestic or foreign corporation is in good standing in the Commonwealth.

§ 13.1-810. Notices and other communications.

For purposes of this chapter, except for notice to or from the Commission:

A. Notice A notice shall be in writing except that oral notice of any meeting of the board of directors may be given if expressly authorized by the articles of incorporation or bylaws.

B. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter shall be in the English language. A notice or other communication under this chapter may be given or sent by any method of delivery except that an electronic transmission shall be in accordance with this section. If these the methods of delivery are impracticable, a notice or other communication may be communicated by publication in given by a broad non-exclusionary dissemination to the public, which may include a newspaper of general circulation in the area where the notice is intended to be given, or by radio, television, or other form of public communication in the area where notice is intended to be given or other methods of distribution that the corporation has previously identified to its members, including posting on the corporation's website.

C. Notice A notice or other communication to a domestic or foreign corporation, authorized to transact business in the Commonwealth, may be delivered to its the corporation's registered agent at its registered office or to the secretary of at the corporation at its corporation's principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

D. Notice A notice or other communication may be delivered by electronic transmission if consented to by the recipient or if otherwise authorized by subsection K.

E. Any consent under subsection D may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if (i) the corporation is unable to deliver two consecutive electronic transmissions given by the corporation in accordance with such consent and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or other person responsible for the giving of notice or other communications. The; however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

F. Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when:

1. It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and

2. It is in a form capable of being processed by that system.

G. Receipt of an electronic acknowledgment from an information processing system described in subdivision F 1 establishes that an electronic transmission was received. However, such receipt of an electronic acknowledgment, by itself, does not establish that the content sent corresponds to the content received.

H. An electronic transmission is received under this section even if no individual is aware of its receipt.

I. Notice A notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:

1. If in physical form, the earliest of when it is actually received or when it is left at:

a. A member's address shown on the corporation's record of members maintained by the corporation pursuant to subsection C of § 13.1-932;

b. A director's residence or usual place of business;

c. The corporation's principal place of business office; or

d. The corporation's registered office when left with the corporation's registered agent;

2. If mailed postage prepaid and correctly addressed to a member, upon deposit in the United States mail;

3. If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a member, the earliest of when it is actually received or: (i) if sent by registered or certified mail return receipt requested, the date shown on the return receipt, signed by or on behalf of the addressee; or (ii) five days after it is deposited in the United States mail;

4. If an electronic transmission, when it is received as provided in subsection F; and

5. If oral, when communicated.

J. A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if (i) the electronic transmission is otherwise retrievable in perceivable form and (ii) the sender and the recipient have consented in writing to the use of such form of electronic transmission.

K. If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications not inconsistent with this section or other provisions of this chapter, those requirements govern. The articles of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.

L. If any provisions of this chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by § 102(a)2 or any successor provision of such federal act.

M. Whenever notice would otherwise be required to be given under any provision of this chapter to a member, the notice is not required to be given to such member if the notices of two consecutive annual meetings, and all notices of meetings during the period between two such consecutive annual meetings, have been sent, other than by electronic transmission, to such member at such member's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered. If any such member delivers to the corporation a written notice setting forth such member's then-current address, the requirement that notice be given shall be reinstated.

§ 13.1-810.1. Number of members.

A. For purposes of this Act chapter, the following identified as a member in a corporation's current record of members constitutes one member:

1. Two or more persons who together have a single membership interest in the corporation;

2. A corporation, limited liability company, partnership, limited partnership, business trust, trust, estate, or other entity; or

3. The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

B. For purposes of this Act chapter, membership interests registered in substantially similar names constitute one member if it is reasonable to believe that the names represent the same person.

§ 13.1-811. Penalty for signing false documents.

A. It shall be unlawful for any person to sign a document which he that the person knows is false in any material respect with intent that the document be delivered to the Commission for filing.

B. Anyone who violates the provisions of this section shall be guilty of a Class 1 misdemeanor.

§ 13.1-813. Hearing and finality of Commission action; injunctions.

A. The Commission shall have no power to grant a hearing with respect to any certificate issued by the Commission with respect to any articles filed with the Commission except on a petition by a member or director, filed with the Commission and delivered to the corporation within 30 days after the effective date of the certificate, in which the member or director asserts that the certification of corporate action contained in the articles contains a misstatement of a material fact as to compliance with statutory requirements, specifying the particulars thereof. After hearing, on notice in writing to the corporation and the member or director, the Commission shall determine the issues and revoke or refuse to revoke its order accordingly.

B. No court within or without in or outside of the Commonwealth shall have jurisdiction to enjoin or delay the holding of any meeting of directors or members for the purpose of authorizing or consummating any amendment, correction, merger, interest exchange, domestication, conversion, dissolution, or termination of corporate existence, or the execution or filing with the Commission of any articles or other documents for such purpose, except pursuant to subsection D of § 13.1-845 or for fraud. No court within or without in or outside of the Commonwealth, except the Supreme Court by way of appeal as authorized by law, shall have jurisdiction to review, reverse, correct or annul any action of the Commission, within the scope of its authority, with regard to any articles, certificate, order, objection or petition, or to suspend or delay the execution or operation thereof, or to enjoin, restrain or interfere with the Commission in the performance of its official duties.

C. Notwithstanding any provision of subsection A to the contrary, the Commission shall have the power to act upon articles of correction filed by the corporation pursuant to § 13.1-807 or a petition filed by a the corporation at any time to correct Commission records so as to eliminate the effects of clerical errors and of filings made by a person or persons without authority to act for the corporation, or of its on the Commission's own motion to correct Commission records so as to eliminate the effects of clerical errors committed by its staff.

§ 13.1-814. Shares of stock and dividends prohibited.

A corporation shall not issue shares of stock. No Except as provided in subsection E of § 13.1-837, no dividend shall be paid and no part of the income of a corporation shall be distributed to its members, directors, or officers, except that a corporation may make distributions to another nonprofit corporation that is a member of such corporation or has the power to appoint one or more of its directors. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, including pensions, may confer benefits upon its members in conformity with its purposes, and may make distributions to its members or others as permitted by this Act chapter upon dissolution or final liquidation and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income.

§ 13.1-814.1. Special provisions for community associations.

A. As used in this section, "community association" shall mean a corporation incorporated under this chapter or under former Chapter 2 of this title 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 corporation.

B. Notwithstanding the requirements of §§ 13.1-851, 13.1-852, 13.1-855, 13.1-856, 13.1-857, 13.1-858 and 13.1-862, the provisions set forth in those sections need not be set forth in the articles of incorporation of a community association and shall be effective if set forth in the bylaws.

C. Notwithstanding the provisions of §§ 13.1-855, 13.1-856, 13.1-892 and 13.1-899, the provisions of the bylaws of any community association in existence on or before January 1, 1986, shall continue to govern (i) the procedures for and election of members of the board of directors, (ii) the amendment of the bylaws, (iii) the sale, release, exchange or disposition of all or substantially all of the corporation's property, whether or not in the usual and regular course of business, and (iv) the corporation's ability to mortgage, pledge, or dedicate to repayment of indebtedness, or otherwise encumber its property; provided, that the community association may, in accordance with its current articles of incorporation and bylaws, vote to amend its corporate documents to become subject to §§ 13.1-855, 13.1-856, 13.1-892 and 13.1-899.

Article 1.1.

Ratification of Defective Corporate Actions.

§ 13.1-814.2. Definitions.

As used in this article, unless the context requires a different meaning:

"Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee, an officer, or an agent of the corporation, or the members.

"Date of the defective corporate action" means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken.

"Defective corporate action" means any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization.

"Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action voidable.

"Validation effective time" with respect to any defective corporate action ratified under this article means the later of:

1. The time at which the ratification of the defective corporate action is approved by the members or, if approval of members is not required, the time at which the notice required by § 13.1-814.6 becomes effective in accordance with § 13.1-810; and

2. The time at which any document filed in accordance with § 13.1-814.8 becomes effective.

The validation effective time shall not be affected by the filing or pendency of a proceeding under § 13.1-814.9 or otherwise, unless ordered by the Commission.

§ 13.1-814.3. Defective corporate actions.

A. No defective corporate action shall be void or voidable if ratified in accordance with § 13.1-814.4 or validated in accordance with § 13.1-814.9.

B. Ratification under § 13.1-814.4 or validation under § 13.1-814.9 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with this article shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under this chapter, common law, or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.

§ 13.1-814.4. Ratification of defective corporate actions.

A. To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection B, the board of directors shall adopt resolutions ratifying the action in accordance with § 13.1-814.5, stating:

1. The defective corporate action to be ratified;

2. The date of the defective corporate action;

3. The nature of the failure of authorization with respect to the defective corporate action to be ratified; and

4. That the board of directors approves the ratification of the defective corporate action.

B. In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under subdivision A 2 of § 13.1-822, a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action stating:

1. The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;

2. The earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and

3. That the ratification of the election of such person or persons as the initial board of directors is approved.

C. If any provision of this chapter, the articles of incorporation or bylaws, any corporate resolution, or any plan or agreement to which the corporation is a party in effect at the time action under subsection A is taken requires member approval or would have required member approval at the date of the occurrence of the defective corporate action, the ratification of defective corporate action approved in the action taken by the directors under subsection A shall be submitted to the members for approval in accordance with § 13.1-814.5.

D. Unless otherwise provided in the action taken by the board of directors under subsection A, after the action by the board of directors has been taken and, if required, approved by the members, the board of directors may abandon the ratification at any time before the validation effective time without further action of the members.

§ 13.1-814.5. Action of ratification.

A. The quorum and voting requirements applicable to a ratifying action by the board of directors under subsection A of § 13.1-814.4 shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken.

B. If the ratification of the defective corporate action requires approval by the members under subsection C of § 13.1-814.4, and if the approval is to be given at a meeting, the corporation shall notify each member as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice shall not be required to be given to members whose identities or addresses for notice cannot be determined from the records of the corporation. The notice shall state that the purpose, or one of the purposes, of the meeting, is to consider ratification of a defective corporate action and shall be accompanied by (i) either a copy of the action taken by the board of directors in accordance with subsection A of § 13.1-814.4 or the information required by subdivisions A 1 through 4 of § 13.1-814.4 and (ii) a statement that any claim that the ratification of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.

C. Except as provided in subsection D with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the members required by subsection C of § 13.1-814.4 shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of such member approval.

D. The approval by members to ratify the election of a director requires that the votes cast within the voting group favoring such ratification exceed the votes cast opposing such ratification of the election at a meeting at which a quorum is present.

§ 13.1-814.6. Notice.

A. Unless member approval is required under subsection C of § 13.1-814.4, prompt notice of an action taken under § 13.1-814.4 shall be given to each member, regardless of whether entitled to vote, as of (i) the date of such action by the board of directors and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to members whose identities or addresses for notice cannot be determined from the records of the corporation.

B. The notice shall contain (i) either a copy of the action taken by the board of directors in accordance with subsection A or B of § 13.1-814.4 or the information required by subdivisions A 1 through 4 or B 1, 2, and 3 of § 13.1-814.4, as applicable, and (ii) a statement that any claim that the ratification of the defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.

C. No notice under this section is required with respect to any action required to be submitted to members for approval under subsection C of § 13.1-814.4 if notice is given in accordance with § 13.1-814.5.

D. A notice required by this section may be given in any manner permitted by § 13.1-810.

§ 13.1-814.7. Effect of ratification.

From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under § 13.1-814.9:

1. Each defective corporate action ratified in accordance with § 13.1-814.4 shall not be void or voidable as a result of the failure of authorization identified in the action taken under subsection A or B of § 13.1-814.4 and shall be deemed a valid corporate action effective as of the date of the defective corporate action; and

2. Any corporate action taken subsequent to the defective corporate action ratified in accordance with this article in reliance on such defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from such original defective corporate action shall be valid as of the time taken.

§ 13.1-814.8. Filings.

A. After a defective corporate action is ratified under this article for a document required by this chapter to be filed with the Commission, the corporation shall deliver to the Commission for filing:

1. If a filing with the Commission was previously made with respect to such defective corporate action and the Commission issued with respect thereto a certificate, the articles of ratification, which may serve to amend or substitute for the filing previously made; or

2. If no filing with the Commission was previously made with respect to such defective corporate action, the articles required by this chapter.

B. The document required by subsection A shall set forth:

1. The defective corporate action that is the subject of the filed document;

2. The date of the defective corporate action;

3. The nature of the failure of authorization in respect of the defective corporate action;

4. A statement that the defective corporate action was ratified in accordance with § 13.1-814.4, including the date on which the board of directors ratified such defective corporate action and the date, if any, on which the members approved the ratification of such defective corporate action; and

5. The information required by subsection C.

C. The document shall also contain the following information:

1. If a filing with the Commission was previously made in respect of the defective corporate action and no changes to such filing are required to give effect to the ratification of such defective corporate action in accordance with § 13.1-814.4, the filed document shall set forth (i) the name, title, and filing date of the filing previously made and any articles of correction to that filing and (ii) a statement that a copy of the filing previously made, together with any articles of correction to that filing, is attached as an exhibit;

2. If a filing was previously made in respect of the defective corporate action and such filing requires any change to give effect to the ratification of such defective corporate action in accordance with § 13.1-814.4, the filed document shall set forth (i) the name, title, and filing date of the filing previously made and any articles of correction to that filing; (ii) a statement that a filing containing all of the information required to be included under the applicable sections of this chapter to give effect to such defective corporate action is attached as an exhibit; and (iii) the date and time that such filing is deemed to have become effective; or

3. If a filing was not previously made in respect of the defective corporate action and the defective corporate action ratified under § 13.1-814.4 would have required a filing under any other section of this chapter, the filed document shall set forth (i) a statement that a filing containing all of the information required to be included under the applicable sections of this chapter to give effect to such defective corporate action is attached as an exhibit and (ii) the date and time that such filing is deemed to have become effective.

D. If the Commission finds that the filed document complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of ratification of defective corporate action.

§ 13.1-814.9. Commission proceedings regarding validity of corporate actions.

A. Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any member of the corporation, including any such member as of the date of the defective corporate action ratified under § 13.1-814.4, or any other person claiming to be substantially and adversely affected by a ratification under § 13.1-814.4, the Commission may:

1. Determine the validity and effectiveness of any corporate action or defective corporate action;

2. Determine the validity and effectiveness of any ratification under § 13.1-814.4; and

3. Modify or waive any of the procedures specified in § 13.1-814.4 or 13.1-814.5 to ratify a defective corporate action.

B. In connection with an action under this section, the Commission may make such findings or orders and take into account any factors or considerations regarding such matters as it deems proper under the circumstances.

C. Service of process of the application under subsection A on the corporation may be made in any manner provided by statutes of the Commonwealth or by rule of the Commission for service on the corporation, and no other party need be joined in order for the Commission to adjudicate the matter. In an action filed by the corporation, the Commission may require that notice of the action be provided to other persons specified by the Commission and permit such other persons to intervene in the action.

D. Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought in a petition filed within 120 days of the validation effective time.

§ 13.1-815. Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions.

A. The Commission shall assess the registration fees and shall charge and collect the filing fees, charter fees and entrance fees imposed by law. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment. When the Commission receives payment of an annual registration fee assessed against a domestic or foreign corporation, such payment shall be applied against any unpaid annual registration fees previously assessed against such corporation, including any penalties incurred thereon, beginning with the assessment or penalty that has remained unpaid for the longest period of time.

B. The Commission shall not file or issue with respect to any domestic or foreign corporation any document or certificate specified in this chapter, except the annual report required by § 13.1-936, a statement of change pursuant to § 13.1-834 or 13.1-926, and a statement of resignation pursuant to § 13.1-835 or 13.1-927, until all fees, charges, fines, penalties, and interest assessed, imposed, charged, or to be collected by the Commission pursuant to this chapter or Title 12.1 have been paid by or on behalf of such corporation. Notwithstanding the foregoing, the Commission may file or issue any document or certificate with respect to a domestic or foreign corporation that has been assessed an annual registration fee if the document or certificate is filed or issued with an effective date that is on or before the due date of the corporation's annual registration fee payment in any year, provided that the Commission shall not issue a certificate of domestication with respect to a foreign corporation, a certificate of conversion with respect to a foreign eligible entity, or a certificate of entity conversion with respect to a domestic corporation that will become a domestic eligible entity until the annual registration fee has been paid by or on behalf of that corporation or eligible entity.

C. A domestic or foreign corporation shall not be required to pay the annual registration fee assessed against it pursuant to subsection B of § 13.1-936.1 in any year if (i) the Commission issues or files any of the following types of certificate or instrument and (ii) the certificate or instrument is effective on or before the annual registration fee due date:

1. A certificate of termination of corporate existence or, a certificate of incorporation surrender domestication for a domestic corporation, or a certificate of conversion for a domestic corporation that will become a foreign eligible entity;

2. A certificate of withdrawal for a foreign corporation;

3. A certificate of merger or an authenticated copy of an instrument of merger for a domestic or foreign corporation that has merged into a surviving domestic corporation or eligible entity, or into a surviving foreign corporation or eligible entity; or

4. An authenticated copy of an instrument of entity conversion for a foreign corporation that has converted to a different entity type.

The Commission shall cancel the annual registration fee assessments specified in this subsection that remain unpaid.

D. Annual registration fee assessments that have been paid shall not be refunded.

§ 13.1-815.1. Charter and entrance fees for corporations.

A. Every domestic corporation, upon the granting of its charter or upon its incorporation by domestication or conversion, shall pay a charter fee in the amount of $50 into the state treasury, and every foreign corporation shall pay an entrance fee of $50 into the state treasury for its certificate of authority to transact business in the Commonwealth.

B. For any foreign corporation that files articles of domestication and that had authority to transact business in the Commonwealth at the time of such filing, the charter fee to be charged upon domestication shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as an entrance fee by such corporation.

C. For any domestic stock corporation that files articles of conversion to become a domestic corporation, the charter fee to be charged shall be an amount equal to the difference between the amount already paid as a charter fee by the domestic stock corporation and the amount that would be required by this section to be paid.

D. If no charter or entrance fee has been previously paid to the Commission, the amount to be paid shall be the same as would have to be paid on original incorporation or application for authority to transact business in the Commonwealth.

§ 13.1-816. Fees for filing documents or issuing certificates.

The Commission shall charge and collect the following fees, except as provided in § 12.1-21.2:

1. For the filing of articles of entity conversion to convert a corporation to a limited liability company an eligible entity, the fee shall be $100.

2. For filing any one of the following, the fee shall be $25:

a. Articles of incorporation, or domestication, or incorporation surrender.

b. Articles of conversion to convert an eligible entity into a corporation.

c. Articles of amendment or restatement.

c. d. Articles of merger.

d. e. Articles of correction.

f. Articles of ratification.

e. g. An application of a foreign corporation for a certificate of authority to transact business in the Commonwealth.

f. h. An application of a foreign corporation for an amended certificate of authority to transact business in the Commonwealth.

g. i. A copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to transact business in the Commonwealth.

h. j. A copy of articles of merger of a foreign corporation holding a certificate of authority to transact business in the Commonwealth.

i. k. A copy of an instrument of entity conversion of a foreign corporation holding a certificate of authority to transact business in the Commonwealth.

j. l. An application to register or to renew the registration of a corporate name.

3. For filing any one of the following, the fee shall be $10:

a. An application to reserve or to renew the reservation of a corporate name.

b. A notice of transfer of a reserved corporate name.

c. An application for use of an indistinguishable name.

d. Articles of dissolution.

e. Articles of revocation of dissolution.

f. Articles of termination of corporate existence.

g. An application for a certificate of withdrawal of a foreign corporation.

h. A notice of release of a registered name.

4. For issuing a certificate pursuant to § 13.1-945, the fee shall be $6.

§ 13.1-819. Articles of incorporation.

A. The articles of incorporation shall set forth:

1. A corporate name for the corporation that satisfies the requirements of § 13.1-829.

2. If Whether the corporation is to will or will not have no members, a statement to that effect.

3. If the corporation is to have one or more classes of members, any provision which the incorporators elect to set forth in the articles of incorporation or, if the articles of incorporation so provide, in the bylaws designating the class or classes of members, stating the qualifications and rights of the members of each class and conferring, limiting or denying the right to vote.

4. If the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed, and a designation of ex officio directors, if any.

5. The address of the corporation's initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the city or county in which it is located), and the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth.

B. The articles of incorporation may set forth:

1. The names and addresses of the individuals who are to serve as the initial directors;

2. Provisions not inconsistent with law regarding:

a. Stating the The purpose or purposes for which the corporation is organized;

b. Regarding the The management of the business and regulation of the affairs of the corporation;

c. Defining, limiting and regulating the powers of the corporation, its board of directors, and its members; and

d. The distribution of assets on dissolution;

e. Any provision that under this Act chapter is required or permitted to be set forth in the bylaws; and

f. A provision limiting or eliminating any duty of a director, officer, or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit of or taking of the opportunity by the director, officer, or other person.

C. The articles of incorporation need not set forth any of the corporate powers enumerated in this Act chapter.

D. Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection L K of § 13.1-804.

E. Except as provided in subsection A of § 13.1-855, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.

§ 13.1-820. Issuance of certificate of incorporation.

If the Commission finds that the articles of incorporation comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of incorporation.

When the certificate of incorporation is effective, the corporate existence shall begin. Upon becoming effective, the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Act chapter.

§ 13.1-821. Liability for preincorporation transactions.

All persons purporting to act as or on behalf of a corporation, but knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also knew that there was no incorporation.

§ 13.1-822. Organization of corporation.

A. After incorporation:

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

2. If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

a. To elect a board of directors and complete the organization of the corporation; or

b. To elect a board of directors who shall complete the organization of the corporation.

B. Action required or permitted by this Act chapter to be taken by incorporators or the initial directors 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 or initial director.

C. An organizational meeting may be held in or out of the Commonwealth.

§ 13.1-823. Bylaws.

A. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

B. The bylaws of a corporation may contain any provision that is not inconsistent in conflict with law or, unless the articles of incorporation provide otherwise, the articles of incorporation.

C. If the corporation is to have one or more classes of members, the bylaws may contain any provision designating the classes of members, stating the rights and qualification of the members of each class and conferring, limiting, or denying the right to vote.

D. The bylaws may contain a requirement that any or all internal corporate claims shall be brought exclusively in a circuit court or a federal district court in the Commonwealth, and if so specified, in any additional courts in the Commonwealth or any other jurisdiction in which the corporation maintains its principal office. As used in this section, "internal corporate claims" means (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action for breach of duty to the corporation or the corporation's members by any current or former officer, director, or member of the corporation; (iii) any action asserting a claim arising pursuant to this chapter or the corporation's articles of incorporation or bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine that is not included in clause (i), (ii), or (iii). Notwithstanding any other provision of this chapter, to the extent any provision of this chapter allows or requires an action or proceeding to be brought in the circuit court of the county or city where the corporation's principal office or registered office is located or in any other specified court location, such action or proceeding shall be brought instead in a court in the Commonwealth specified in a provision of the bylaws, if any, authorized by this subsection and adopted prior to the commencement of such action or proceeding.

E. No provision of the bylaws authorized by subsection D shall have the effect of conferring jurisdiction on any court or over any person or claim and no such provision shall apply if none of the courts specified by such provision have the requisite personal and subject matter jurisdiction. If the court specified in such provision does not have such jurisdiction and another court in the Commonwealth does have such jurisdiction, then the internal corporate claim may be brought in such court in the Commonwealth or in or any other court with the requisite jurisdiction specified in the provision. No provision of the articles of incorporation or bylaws shall prohibit bringing an internal corporate claim in the courts of the Commonwealth or require any such claim to be determined by arbitration.

§ 13.1-824. Emergency bylaws.

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 provisions that may be inconsistent with one or more provisions of this chapter with respect to:

1. Procedures for calling a meeting of the board of directors;

2. Quorum requirements for the meeting; and

3. Designation of additional or substitute directors.

B. All provisions of the regular bylaws consistent not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

C. Corporate action taken in good faith in accordance with the emergency bylaws:

1. Binds the corporation; and

2. May Shall not be used to impose liability on a corporate director, officer, employee, or agent of the corporation.

D. An emergency exists for purposes of this section and § 13.1-827 if there is a catastrophic event, including an attack on the United States or in any locality in which the corporation conducts its business or ordinarily holds meetings of the board of directors or members, an epidemic or pandemic, or a declaration of a national emergency by the United States government or an emergency by the locality in which the corporation's principal office is located, that affects the corporation and regardless of whether a quorum of the corporation's board of directors cannot or a committee can be readily be assembled because of some catastrophic event convened for action.

§ 13.1-825. Purposes.

Every corporation incorporated under this Act chapter has the purpose of engaging in any lawful activity, unless:

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

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.

§ 13.1-826. General powers.

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:

1. To sue and be sued, complain and defend, in its corporate name;

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;

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;

4. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

5. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;

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;

7. To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

8. To transact its business, locate offices, and exercise the powers granted by this chapter within or without in or outside of the Commonwealth;

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;

10. To make and amend bylaws, not inconsistent with its articles of incorporation or in conflict with the laws of the Commonwealth or, unless the articles of incorporation provide otherwise, the articles of incorporation;

11. To make donations for the public welfare or for religious, charitable, scientific, literary or educational purposes;

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;

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;

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;

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;

16. Except as otherwise provided in subsection B, to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.

17. To cease its corporate activities and surrender its corporate franchise; and

17. 18. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

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.

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.

D. Each corporation which that 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 has elected 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.

§ 13.1-827. Emergency powers.

A. In anticipation of or during an emergency defined as described in subsection D of § 13.1-824, the board of directors of a corporation may:

1. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

2. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

B. During such an emergency defined in subsection D, unless emergency bylaws provide otherwise:

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 electronic transmission, press release, publication and, or radio; and

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.

C. During such an emergency, the board of directors, or if a quorum cannot be readily convened for a meeting, a majority of the directors present may take any action it determines to be practical and necessary to address circumstances of the emergency with respect to a meeting of members notwithstanding anything to the contrary in this chapter, the articles of incorporation, or bylaws, including to postpone any such meeting to a later time or date, with the record date for determining the members entitled to notice of, and to vote at, such meeting applying to the postponed meeting irrespective of § 13.1-844, unless the board of directors fixes a new record date. No person shall be liable and no meeting of members shall be postponed or voided for the failure to make a list of members available pursuant to § 13.1-845 if it was not practicable to allow inspection during such an emergency.

Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:

1. Binds the corporation; and

2. May not be used to impose liability on a director, officer, employee, or agent of the corporation.

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.

§ 13.1-828. Lack of power to act.

A. Except as provided in subsection B, the validity of corporate action may shall not be challenged on the ground that the corporation lacks or lacked power to act.

B. A corporation's power to act may be challenged:

1. In a proceeding by a member or a director against the corporation to enjoin the act;

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

3. In a proceeding against a the corporation before the Commission.

C. In a proceeding by a member or a director under subdivision B 1 to enjoin an unauthorized corporate act, the court, if equitable or if all affected persons are parties to the proceeding, 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.

§ 13.1-834. Change of registered office or registered agent.

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:

1. The name of the corporation;

2. The address of its current registered office;

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;

4. The name of its current registered agent;

5. If the current registered agent is to be changed, the name of the new registered agent; and

6. That after the change or changes are made, the corporation will be in compliance with the requirements of § 13.1-833.

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 § 13.1-833.

C. A corporation's registered agent may sign a statement of change 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 of change 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 § 13.1-833. In either instance, the registered agent or surviving entity shall forthwith file a statement of change 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 of change is filed.

§ 13.1-835. Resignation of registered agent.

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.

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 with the Commission or (ii) the date on which a statement of change to appoint a registered agent is filed, in accordance with § 13.1-834, with the Commission.

§ 13.1-837. Members.

A. 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.

B. Except as provided in the articles of incorporation or bylaws, the corporation may admit members for no consideration or for such consideration as determined by the board of directors. Any such consideration may consist of any tangible property or benefit to the corporation, including cash, promissory notes, services performed, or contracts for services to be performed, and payment may be made at such times and upon such terms as are set forth in the articles of incorporation or bylaws, or to the extent not inconsistent with the articles of incorporation or bylaws, as determined by the board of directors.

C. A corporation may issue certificates evidencing membership interests therein. Membership interests shall not be transferable, except as otherwise provided in the articles of incorporation or in the bylaws.

D. 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.

E. Except as provided for in the articles of incorporation or bylaws, a corporation shall not pay dividends or distribute any part of its assets, income, or profits to its members. A charitable corporation shall only make a distribution to another charitable corporation that is a member of such corporation or has the power to appoint one or more of its directors. No such dividend or distribution shall, in any event, be made if the corporation is insolvent or would thereby be made insolvent of if the fair value of the assets of the corporation is or would thereby be made insufficient to meet its liabilities.

F. No member shall be personally liable for any liabilities of the corporation, including liabilities arising from the acts of the corporation.

§ 13.1-837.1. Member's liability for dues, assessments, and fees.

A. A corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles of incorporation or bylaws. Dues, assessments, and fees may be imposed on members of the same class either alike or in different amounts or proportions, and may be imposed on a different basis on different classes of members. Members of a class may be made exempt from dues, assessments, and fees to the extent provided in the articles of incorporation or bylaws.

B. The amount and method of collection of dues, assessments, and fees may be fixed in the articles of incorporation or bylaws, or the articles of incorporation or bylaws may authorize the board of directors or members to fix the amount and method of collection.

C. The articles of incorporation or bylaws may provide reasonable means, such as termination or suspension of membership, to enforce the collection of dues, assessments, and fees.

§ 13.1-837.2. Termination and suspension.

A. A membership in a corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws.

B. The articles of incorporation or bylaws may include a provision to permit a member to resign as a member.

C. A proceeding challenging a termination or suspension for any reason shall be commenced within one year after the effective date of the termination or suspension.

D. The termination or suspension of a member does not relieve the member from any obligations incurred or commitments made prior to the termination or suspension.

§ 13.1-838. Annual meeting.

A. A corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws unless (i) directors are elected by written consent as permitted by § 13.1-841 or (ii) the board of directors authorizes the meeting to be conducted solely by ballots submitted electronically, by mail, or by a combination of the two.

B. Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-844.2, meetings of members may be held at such place, in or out outside of the Commonwealth, as may be provided in at the place stated in or fixed in accordance with the bylaws or, where if not inconsistent with the bylaws, in the notice of the meeting.

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.

§ 13.1-839. Special meeting.

A. A corporation shall hold a special meeting of members:

1. On call of the chairman chair 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

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 on the call of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting.

B. Unless otherwise provided in the articles of incorporation or bylaws, 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 corporation's secretary before the start of the special meeting.

C. If not otherwise fixed under § 13.1-840 or 13.1-844, the record date for determining members entitled to demand a special meeting is the date the first member signs the shall be the first date on which a signed member demand is delivered to the corporation's secretary. No written demand for a special meeting shall be effective unless written demands signed by members that satisfy the requirements of subsection A have been delivered to the corporation's secretary within 60 days of the earliest date on which such a demand delivered to the corporation's secretary was signed.

D. Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-844.2, members' special meetings of members may be held at such place in or out outside of the Commonwealth as may be provided in the bylaws or, where not inconsistent at the place stated in or fixed in accordance with the bylaws, in the notice of the meeting. If no place is so stated or fixed, special meetings shall be held at the corporation's principal office.

E. Only business within the purpose or purposes described in the meeting notice required by subsection C of § 13.1-842 may shall be conducted at a special members' meeting.

§ 13.1-840. Court-ordered meeting.

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:

1. On petition of any member of the corporation entitled to participate in an annual meeting if an annual meeting was not held, or action by written consent in lieu of an annual meeting did not become effective, within 15 months after its last annual meeting or, if there has been no annual meeting, the date of its incorporation; or

2. On petition of a member who signed a demand for a special meeting that satisfies the requirements of subsection A of § 13.1-839 if:

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

b. The special meeting was not held in accordance with the notice.

B. The court may fix the date, 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, fix the quorum required for specific matters to be considered at the meeting or direct that the members represented at the meeting constitute a quorum for action on specific matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.

§ 13.1-841. Corporate action without meeting.

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.

2. Notwithstanding subdivision 1 of this subsection, if so provided in the articles of incorporation or bylaws 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.

3. The corporate action shall be evidenced by one or more written consents bearing the date of execution signature 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 by the corporation with the minutes of the meeting or 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.

B. If not otherwise determined under § 13.1-840 or 13.1-844 and if prior action by the board of directors is not required respecting the action to be taken without a meeting, 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 date on which a signed written consent is delivered to the corporation's secretary. If not otherwise fixed under § 13.1-840 or 13.1-844 and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day action by the board of directors is to be taken. No written consent shall be effective to take the corporate action referred to therein unless, within 120 60 days after of the earliest date of execution appearing on which a consent delivered to the corporation in the manner corporation's secretary as required by this section was signed, written consents signed by the members having sufficient in number votes to take corporate action are received by the corporation have been delivered to the corporation's secretary. A written consent may be revoked by a writing to that effect received by the corporation prior to receipt by the corporation of delivered to the corporation's secretary before unrevoked written consents sufficient in number to take corporate action are delivered to the corporation.

C. For purposes of this section, a written consent and the signing thereof may be accomplished by one or more electronic transmissions, as defined in § 13.1-803. A consent signed under this section has the effect of a vote of voting members taken at a meeting and may be described as such in any document filed with the Commission under this chapter. Unless the articles of incorporation or bylaws provide for a reasonable delay to permit tabulation or written consents, the action taken by written consent shall be effective when (i) written consents signed by the members having sufficient votes to take the action are delivered to the corporation's secretary or (ii) if an effective date is specified therein, any such date provided each consent states the date of execution by the consenting member.

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 the nonconsenting voting members written notice of the proposed corporate action, not less more than five 10 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 after written consents sufficient to take the action have been delivered to the corporation's secretary. The notice shall reasonably describe the action taken and 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.

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 more than five 10 days before it is taken after the written consents sufficient to take action have been delivered to the corporation's secretary. The notice shall reasonably describe the action taken and 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.

F. The notice requirements in subsections D and E shall not delay the effectiveness of action taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent; however, this subsection shall not be construed to limit judicial power to fashion an appropriate remedy in favor of a member adversely affected by a failure to give such notice within the required time period.

G. 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.

§ 13.1-842. Notice of meeting.

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 of members no less than 10 nor more than 60 days before the meeting date except that notice of a members' special meeting of members to act on an amendment of the articles of incorporation, a plan of merger, interest exchange, domestication, conversion, a proposed sale of assets pursuant to § 13.1-900, or the dissolution of the corporation shall be given not less than 25 nor more than 60 days before the meeting date. If the board of directors has authorized participation for members by means of remote communication pursuant to § 13.1-844.2, the notice to the member shall describe the means of remote communication to be used. 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 as of the record date for determining members entitled to notice of the meeting.

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.

B. Unless this chapter or, the articles of incorporation, or the bylaws require otherwise, notice of an annual meeting of members need not state the purpose or purposes for which the meeting is called.

C. Notice of a special meeting of members shall state the purpose or purposes for which the meeting is called.

D. If not otherwise fixed under § 13.1-840 or 13.1-844, the record date for determining members entitled to notice of and to vote at an annual or special meeting of members is the day before the effective date of the first notice is delivered to members.

E. Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new time, date, or place 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 § 13.1-844, 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 not less than 10 days before the meeting date to members entitled to vote at such adjourned meeting as of the new record date fixed for notice of such adjourned meeting.

§ 13.1-843. Waiver of notice.

A. A member may waive any notice required by this Act chapter, the articles of incorporation, or the bylaws before or after the date and time of the meeting that is the subject of such stated in the 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 filing by the corporation with the minutes or filing with the corporate records.

B. A member's attendance at a meeting:

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

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.

§ 13.1-844. Record date.

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 to determine the members entitled to notice of a members' meeting, to demand a special meeting, to vote or take action by written consent, or to take any other action. If the bylaws do not fix or provide for the manner of fixing a record date, the board of directors of the corporation may fix as in advance the record date the date on which it takes such action or a future date.

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.

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.

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.

§ 13.1-844.1. Conduct of the meeting.

A. At each meeting of members, a chairman chair shall preside. The chairman chair shall be appointed as provided in the articles of incorporation, bylaws, or, in the absence of such a provision, by the board of directors.

B. Unless the articles of incorporation or bylaws provide otherwise, the chairman chair shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.

C. The chairman chair 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 closed upon the final adjournment of the meeting.

§ 13.1-844.2. Remote participation in annual and special meetings.

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 as a member by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection B.

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:

1. Verify that each person participating remotely as a member is a member or a member's proxy; and

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.

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.

§ 13.1-845. Members' list for meeting.

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 and 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 a members' meeting. A list shall be arranged by voting group, and show the address of each member. Nothing in this subsection shall require the corporation to include on such list the electronic mail address or other electronic contact information of a member.

B. The members' list for notice shall be available for inspection by any member, beginning two five business days after notice of the meeting is given for which the list was prepared and continuing through the close of business on the last day before the meeting, (i) 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. or (ii) in the sole discretion of the corporation, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to members of the corporation. 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 of subsections C and G of § 13.1-933, to copy a list, during the regular business hours and at the member's expense, during the period it is available for inspection.

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.

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.

E. D. Refusal or failure to prepare or make available a the members' list does not affect the validity of action taken at the meeting.

§ 13.1-846. Voting entitlement of members.

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.

B. When directors or officers are to be elected by members, the bylaws may provide that such elections may board of directors may authorize the meeting to be conducted solely by mail ballots submitted electronically, mail, or a combination of the two.

C. Unless the articles of incorporation or bylaws provide otherwise, in the election of directors by members, 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.

D. If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power.

§ 13.1-847. Proxies.

A. A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws otherwise provide, by proxy.

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. An electronic transmission shall contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact.

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 count votes. An appointment is valid for 11 months unless a longer period is expressly the term provided in the appointment form and, if no term is provided, for 11 months unless the appointment is irrevocable under subsection D.

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:

1. A pledge;

2. A creditor of the corporation who extended it credit under terms requiring the appointment;

2. 3. An employee of the corporation whose employment contract requires the appointment; or

3. 4. A party to a voting agreement created under § 13.1-852.2.

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 count votes before the proxy exercises the proxy's authority under the appointment.

F. An appointment made irrevocable under subsection D is revoked when the interest with which it is coupled is extinguished.

G. Subject to § 13.1-848 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.

H. Any Unless the articles of incorporation or bylaws provide otherwise, any fiduciary who is entitled to vote any membership interest may vote such membership interest by proxy.

§ 13.1-847.1. Voting procedures and inspectors of elections.

A. A corporation may appoint one or more persons as 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 verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of his the inspector's ability. An inspector may be an officer or employee of a corporation. An inspector may appoint or retain other persons to assist the inspector in the performance of the inspector's duties under subsection B, and may rely on information provided by such persons and other persons, including those appointed to count votes, unless the inspector believes reliance is unwarranted.

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, if not prohibited pursuant to subsection A of § 13.1-847, and ballots,; (iii) count all votes,; and (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 make a written report of the results.

C. No ballot ballots, 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.

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 performing their duties, the inspectors may examine (i) the proxy appointment forms or electronic transmissions and any other information provided in accordance with subsection B of § 13.1-847, (ii) any envelope or related writing submitted with those appointment forms, (iii) any ballots, (iv) any evidence or other information specified in § 13.1-848, and (v) the regular relevant books and records of the corporation relating to members and their entitlement to vote. If the inspectors

E. The inspectors may also 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 believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection B. If the inspectors consider other information allowed by this subsection, they shall in their report required by subsection B specify the information considered by them, including the purpose for which the information was considered, 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 relevant and reliable.

F. Determinations of law by the inspectors are subject to de novo review by the court.

E. G. 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.

§ 13.1-848. Corporation's acceptance of votes.

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.

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:

1. The member is an entity and the name signed purports to be that of an officer, partner or agent of the entity;

2. The name signed purports to be that of an administrator, executor, guardian, or conservator, committee, or curator representing the member and, if the corporation requests, evidence of fiduciary this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;

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;

4. The name signed purports to be that of a pledgee, 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

5. Two or more Three or fewer 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.

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.

D. The corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent person authorized to accept or reject such instrument or 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.

E. Neither the corporation nor the person authorized to count votes, including an inspector of election under § 13.1-847.1, who that 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 § 13.1-847 is liable in damages to the member for the consequences of the acceptance or rejection.

F. If an inspector of election has been appointed pursuant to § 13.1-847.1, the inspector of election also has the authority to request information and to make determinations under subsections A, B, C, and D.

G. Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

§ 13.1-849. Quorum and voting requirements.

A. The articles of incorporation or 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 that 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 If a quorum exists, action on a matter, other than the election of directors, by the members is approved if the votes 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, favoring the action exceed the votes cast opposing the action unless a greater proportion is required by this Act or chapter, the articles of incorporation, or the bylaws. An abstention shall not be considered a vote cast. 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.

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.

C. An amendment of the articles of incorporation or bylaws adding, changing, or deleting a quorum or voting requirement greater than specified in subsection A is governed by § 13.1-851.

D. Less than a quorum may adjourn a meeting.

D. E. The election of directors is governed by § 13.1-852.

§ 13.1-850. Action by single and multiple voting groups.

A. If the articles of incorporation, the bylaws, or this Act chapter 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 § 13.1-849.

B. If the articles of incorporation, the bylaws, or this Act chapter 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 § 13.1-849. Action may be taken by one different voting group groups on a matter even though no action is taken by another voting group entitled to vote on the matter at different times.

§ 13.1-851. Modifying quorum or voting requirements.

A. The articles of incorporation or bylaws may provide for (i) a lesser or greater quorum requirement for members or voting groups of members than required by this chapter or (ii) a greater voting requirement for members or voting groups of members than is provided for by this chapter.

B. An amendment to the articles of incorporation or bylaws that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the vote and voting groups required to take action under the quorum and voting requirements then in effect.

§ 13.1-852. Voting for directors; cumulative voting.

A. Unless otherwise provided in the articles of incorporation or bylaws, 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.

B. Members do not have a right to cumulate their votes for directors unless the articles of incorporation or bylaws so provide.

C. A statement included in the articles of incorporation or bylaws 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.

D. Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless:

1. The the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or

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.

E. If the articles of incorporation or bylaws authorize members to cumulate their votes when electing directors, directors shall not be elected by written consent pursuant to § 13.1-841 unless the vote is unanimous.

§ 13.1-852.01. Judicial determination of corporate offices and review of elections and member votes.

A. The termination or suspension of a member does not relieve the member from any obligations incurred or commitments made prior to the termination or suspension.

Upon application of, or in a proceeding commenced by, a person specified in subsection B, 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 in which its registered office is located may determine:

1. The result or validity of the election, appointment, removal, or resignation of a director or officer of the corporation;

2. The right of an individual to hold the office of director or officer of the corporation;

3. The result or validity of any vote by the members of the corporation;

4. The right of a director to membership on a committee of the board of directors; and

5. The right of a person to nominate, or an individual to be nominated as, a candidate for election or appointment as a director of the corporation, and any right under any provision of the articles of incorporation, bylaws, a contract, or applicable law.

B. Any application or proceeding pursuant to subsection A may be filed or commenced by any of the following persons:

1. The corporation;

2. A member of the corporation with the right to vote;

3. A director of the corporation, an individual claiming the office of director, or a director whose membership on a committee of the board of directors is contested, who, in each case, is seeking a determination of the individual's right to such office or membership;

4. An officer of the corporation or an individual claiming to be an officer of the corporation, who, in each case, is seeking a determination of the individual's right to such office; or

5. A person claiming a right covered by subdivision A 5 and who is seeking a determination of such right.

C. In connection with any application or proceeding under subsection A, the following shall be named as defendants, unless such person made the application or commenced the proceeding:

1. The corporation;

2. An individual whose right to office or membership on a committee of the board of directors is contested;

3. Any individual claiming the office or membership at issue; and

4. Any person claiming a right covered by subdivision A 5 that is at issue.

D. In connection with any application or proceeding under subsection A, service of process may be made upon each of the persons specified in subsection C either by:

1. Serving on the corporation process addressed to such person in any manner provided by statute of the Commonwealth or by rule of the applicable court for service of process on the corporation; or

2. Serving on such person process in any manner provided by statute of the Commonwealth or by rule of the applicable court.

E. When service of process is made upon a person other than the corporation by service upon the corporation pursuant to subdivision D 1, the plaintiff and the corporation promptly shall provide written notice of such service, together with copies of all process and the application or complaint, to such person at the person's last known residence or business address, or as permitted by statute of the Commonwealth, or by rule of the applicable court.

F. In connection with any application or proceeding under subsection A, the court shall dispose of the application or proceeding on an expedited basis and also may:

1. Order such additional or further notice as the court deems proper under the circumstances;

2. Order that additional persons be joined as parties to the proceeding if the court determines that such joinder is necessary for a just adjudication of matters before the court;

3. Order an election or meeting to be held in accordance with the provisions of § 13.1-840 or otherwise;

4. Appoint a master to conduct an election or meeting;

5. Enter temporary, preliminary, or permanent injunctive relief;

6. Resolve solely for the purpose of the proceeding any legal or factual issues necessary for the resolution of any of the matters specified in subsection A, including the right and power of persons claiming the right vote at any meeting of the members; and

7. Order such relief as the court determines is equitable, just, and proper.

G. It shall not be required to make members parties to a proceeding or application pursuant to this section unless the member is a required defendant under subdivision C 4, relief is sought against the member individually, or the court orders joinder pursuant to subdivision F 2.

H. Nothing in this section limits, restricts, or abolishes the subject matter jurisdiction or powers of the court. An application or proceeding pursuant to this section is not the exclusive remedy or proceeding available with respect to the matters specified in subsection A.

§ 13.1-852.1. Member or director agreements.

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:

1. Eliminates the board of directors or, subject to the requirements of subsection A of § 13.1-872, one or more officers, or restricts the discretion or powers of the board of directors or any one or more officers;

2. Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;

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;

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;

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;

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, one or more directors or upon the occurrence of a specified event or contingency; or

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.

B. An agreement authorized by this section shall be:

1. a. Set As set forth (i) 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

b. Set forth (ii) 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 and is made known to the corporation;

2. Subject to amendment only 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 amendment, unless the agreement provides otherwise; and

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.

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.

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.

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.

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.

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 were elected or holding office when the agreement was made.

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.

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.

Article 7.2.

Derivative Proceedings.

§ 13.1-852.3. Standing; condition precedent; stay of proceedings.

A. No member shall commence or maintain a derivative proceeding unless the member:

1. Was a member of the corporation at the time of the act or omission complained of;

2. Became a member before public disclosure and without knowledge of the act or omission complained of;

3. Was a member at the time the member made the written demand required by subdivision B 1; and

4. Fairly and adequately represents the interests of the corporation in enforcing the rights of the corporation.

B. No member shall commence a derivative proceeding until:

1. A written demand has been made on the corporation to take suitable action; and

2. Ninety days have expired from the date delivery of the written demand was made on the corporation unless (i) the member has earlier been notified that the demand has been rejected by the corporation or (ii) irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.

C. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.

§ 13.1-852.4. Discontinuance or settlement.

A. A derivative proceeding shall not be settled or discontinued without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially and adversely affect the interests of the corporation's members or a class of the corporation's members, the court shall direct that notice be given to the members affected.

B. Notice required by subsection A shall be given in such manner as the court shall determine, and the costs of such notice shall be borne in such manner as the court shall direct.

§ 13.1-852.5. Foreign corporations.

Notwithstanding the provisions of §§ 13.1-852.3 and 13.1-852.6, in any derivative proceeding in the right of a foreign corporation, subject to the court's determination of whether the courts of the Commonwealth are a convenient forum for such a proceeding, the matters covered by this article shall be governed by the laws of the jurisdiction of formation of the foreign corporation except for matters covered by subsection C of § 13.1-852.3 and §§ 13.1-852.4 and 13.1-852.7.

§ 13.1-852.6. Dismissal.

A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection B or E has:

1. Conducted a review and evaluation, adequately informed in the circumstances, of the allegations made in the demand or complaint;

2. Determined in good faith on the basis of that review and evaluation that the maintenance of the derivative proceeding is not in the best interests of the corporation; and

3. Submitted in support of the motion a short and concise statement of the reasons for its determination.

B. Unless a panel is appointed pursuant to subsection E, the determination in subsection A shall be made by:

1. A majority vote of disinterested directors present at a meeting of the board of directors if the disinterested directors constitute a quorum; or

2. A majority vote of a committee consisting of two or more disinterested directors appointed by a majority vote of disinterested directors present at a meeting of the board of directors, regardless of whether such disinterested directors constituted a quorum.

C. If a derivative proceeding is commenced after a determination has been made rejecting a demand by a member, the complaint shall allege with particularity facts establishing that the requirements of subsection A or B have not been met. With respect to any allegation that the requirements of subsection A or B have not been met, the plaintiff shall be entitled to discovery if, and only with respect to, facts that are alleged in the complaint with particularity.

D. The plaintiff shall have the burden of proving that the requirements of subsection A or B have not been met, except that the corporation shall have the burden with respect to the issue of disinterestedness under subsection B if the complaint alleges with particularity facts raising a substantial question as to such disinterestedness.

E. Upon motion by the corporation, the court may appoint a panel of disinterested persons to make a determination as to whether the maintenance of the derivative proceeding is in the best interests of the corporation.

§ 13.1-852.7. Payment of and security for expenses.

On termination of a derivative proceeding, the court may:

1. Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or

2. Order the plaintiff or the plaintiff's attorney to pay the corporation's or any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained arbitrarily, vexatiously, or not in good faith.

§ 13.1-853. Requirement for and duties of board of directors.

A. Except as provided in an agreement authorized by § 13.1-852.1, each corporation shall have a board of directors.

B. All corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be managed under the direction of, its and subject to the oversight of the board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized by § 13.1-852.1.

§ 13.1-854. Qualification of directors.

A. The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for director. Unless the articles of incorporation or bylaws so prescribe, a nominee or director need not be a resident of the Commonwealth or a member of the corporation.

B. No requirement that is based on a past, current, or prospective action, or on an expression of an opinion, by a nominee or director that (i) relates to the discharge of a director's duties and (ii) could limit the ability of the nominee or director to discharge his duties as a director shall be a permissible qualification for a nominee or director under this section. Permissible qualifications for a nominee or director under this section include the person's not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.

C. A qualification for nomination for director that is prescribed before a person's nomination shall apply to the person at the time of the nomination. A qualification for nomination as a director that is prescribed after a person's nomination shall not apply to that person with respect to such nomination.

D. A qualification for directors that is prescribed before a person's nomination for director may provide that it applies (i) only at the start of the director's term or (ii) during that person's term as director. A qualification for directors prescribed during a director's term shall not apply to that director prior to the end of that director's term.

§ 13.1-855. Number and election of directors.

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 or bylaws. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless of, or in the manner provided in, the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation or bylaws.

B. The If members have a right to vote, the members may adopt a bylaw provision in the articles of incorporation or bylaws fixing the number of directors and may direct that such bylaw provision not be amended by the board of directors.

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.

D. Directors shall be elected or appointed in the manner provided in the articles of incorporation or bylaws. If the corporation has members with voting privileges rights, directors shall be elected at the first annual members' meeting and at each annual meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by § 13.1-841 or their terms are staggered under § 13.1-858.

E. No individual shall be named appointed or elected as a director without his prior consent.

§ 13.1-856. Election of directors by certain classes of members.

If the articles of incorporation or bylaws authorize dividing the members into classes, the articles of incorporation or bylaws may also authorize the election of all or a specified number of directors by the members of one or more authorized classes. Each class of members entitled to elect one or more directors is a separate voting group for purposes of the election of directors.

§ 13.1-857. Terms of directors generally.

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. Except for ex officio directors, the terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected unless their terms are staggered under § 13.1-858, in which case the term shall expire as provided for in the articles of incorporation or bylaws.

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.

C. The terms of all other elected directors expire at the next annual meeting of members following the directors' election unless their terms are staggered under § 13.1-858 or, if there are no members or the corporation's members do not have voting rights, as provided in the articles of incorporation or bylaws. In the absence of a provision in the articles of incorporation or bylaws fixing a term of office, the term of office for a director shall be one year.

D. C. A decrease in the number of directors does not shorten an incumbent director's term.

E. D. 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.

F. E. 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.

F. The articles of incorporation or bylaws may provide for ex officio directors who shall serve in such capacity, with such rights, subject to such limitations and for such term as is set forth in the articles of incorporation or bylaws. Unless the articles of incorporation or bylaws provide otherwise, an ex officio director shall be a voting director.

§ 13.1-858. Staggered terms of directors.

A. The articles of incorporation or bylaws 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.

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.

§ 13.1-859. Resignation of directors.

A. A director may resign at any time by delivering a written notice of resignation to the board of directors, its chairman chair, the president, or the secretary of the corporation.

B. A resignation is effective when the notice is delivered as provided in subsection I of § 13.1-810 unless the notice specifies resignation provides for a later delayed effective time including a delayed effective time determined upon a future event. If a resignation is made effective at a later time provides for a delayed time, the board of directors may fill the pending vacancy before the effective time of the resignation if the board of directors provides that the successor does not take office until the effective time of the resignation.

C. Any person who has resigned as a director of a corporation, or whose name is incorrectly on file with of record in the office of the clerk of the Commission as a director of a corporation, who has resigned or whose name is incorrectly of record may file a statement to that effect with the Commission.

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.

§ 13.1-860. Removal of directors.

A. The If the articles of incorporation or bylaws authorize the members to elect directors, the members may remove one or more directors with or without cause, unless the articles of incorporation or bylaws provide that directors may be removed only with for cause.

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.

C. If cumulative voting in the election of directors is authorized by the articles of incorporation or bylaws, a director may not be removed if, in the case of a members' meeting, the number of votes sufficient to elect him under cumulative voting is voted against his removal. A director shall not be removed by action taken by less than unanimous consent if members with votes sufficient to elect the director under cumulative voting do not consent to removal. If cumulative voting in the election of directors is not authorized by the articles of incorporation or bylaws, unless the articles of incorporation or bylaws require a greater vote, a director may be removed if the number of votes cast to remove him such director 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.

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.

E. A director may be removed only by the members at a members' meeting if the meeting is called for the purpose of removing him the director. The meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.

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.

§ 13.1-861.1. Removal of directors by judicial proceeding.

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, may remove a director from office, and may bar the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that (i) the director engaged in fraudulent conduct with respect to the corporation or its members, grossly abused the position of director, or intentionally inflicted harm on the corporation and (ii) considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.

B. A member proceeding on behalf of the corporation under subsection A shall comply with all of the requirements of Article 7.2 (§ 13.1-852.3 et seq.) except for those set forth in subdivisions A 1 and 2 of § 13.1-852.3.

§ 13.1-862. Vacancy on board of directors.

A. Unless the articles of incorporation or bylaws provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:

1. The members may fill the vacancy;

2. The board of directors may fill the vacancy; or

3. If the directors remaining in office constitute fewer are less than a quorum of the board of directors, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.

B. Unless the articles of incorporation or bylaws 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 and only the remaining directors elected by that voting group, even if less than a quorum of the board of directors, are entitled to fill the vacancy if it is filled by the remaining directors.

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 § 13.1-859 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

D. The corporation may file an amended annual report with the Commission indicating the filling of a vacancy.

§ 13.1-864. Meetings of the board of directors.

A. The board of directors may hold regular or special meetings in or out outside of the Commonwealth.

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.

§ 13.1-865. Action without meeting of board of directors.

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; or (iii) the number of directors as required by the articles of incorporation or bylaws to approve such action if it were taken at a meeting, 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,. For an action by directors by less than unanimous written consent to be valid, (i) the corporation shall give written notice of to each director describing the proposed corporate action, to be taken by written consent 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 and (ii) prior to the taking of such action, no director shall have objected to the corporation to the taking of such action without a meeting. The corporation shall promptly notify each director of any such objection. 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.

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.

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.

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.

E. For purposes of this section, a written consent or an objection to taking action and the signing thereof may be accomplished by one or more electronic transmissions.

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.

§ 13.1-867. Waiver of notice by director.

A. A director may waive any notice required by this Act chapter, 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 delivered to the corporation's secretary for filing by the corporation with the minutes of the meeting or corporate records.

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 the director's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter, after objecting, vote for or assent to action taken at the meeting.

§ 13.1-868. Quorum and voting by directors.

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 chapter, a quorum of a the board of directors consists of:

1. A majority of the fixed number of directors with the right to vote if the corporation has a fixed board size; or

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.

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 specified or fixed or prescribed number of directors determined under subsection A.

C. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors with the right to vote present is the act of the board of directors unless (i) the articles of incorporation or bylaws require the vote of a greater number of directors or (ii) expressly provided otherwise in this chapter.

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:

1. The director objects at the beginning of the meeting, or promptly upon his such director's arrival, to holding it or transacting specified business at the meeting; or

2. He votes against, or abstains The director's dissent or abstention from, the action taken is entered in the minutes of the meeting; or

3. The director delivers written notice of such director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the secretary of the corporation or meeting immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

E. Except as may be provided in an agreement authorized by § 13.1-852.1, a director shall not vote by proxy.

F. Whenever this Act chapter 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.

§ 13.1-869. Committees.

A. Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create establish 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 perform functions of the board of directors and appoint two or more directors to serve on each committee. While non-board members may also be appointed to a committee, they shall not vote on any matter for which the committee is performing a function of the board of directors. Each committee member serves at the pleasure of the board of directors.

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 § 13.1-868.

C. Sections 13.1-864 through 13.1-868, 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.

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 § 13.1-853, except that a committee may not:

1. Approve or recommend propose to members action that this Act chapter requires to be approved by members;

2. Fill vacancies on the board or on any of its committees;

3. Amend the articles of incorporation pursuant to § 13.1-885;

4. Adopt, amend, or repeal the bylaws; or

5. Approve a plan of merger not requiring member approval.

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 § 13.1-870.

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 of the board of directors establishing the committee provides otherwise, in the event of the absence or disqualification of a member of a committee when there are no alternate members appointed by the board of directors, the member or members of the committee present at any meeting and not disqualified from voting may unanimously by unanimous action appoint another director to act in place of the absent or disqualified member during such member's absence or disqualification.

F. A corporation may establish or authorize the establishment of one or more advisory committees whose members need not be directors. An advisory committee (i) is not a committee of the board of directors, (ii) shall not exercise any of the powers of the board of directors, and (iii) shall have no fiduciary duties or other responsibility to the corporation.

§ 13.1-870. General standards of conduct for directors.

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.

B. Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, a the director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

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;

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

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.

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.

D. A person alleging a violation of this section has the burden of proving the violation.

§ 13.1-870.1. Limitation on liability of officers and directors; exception.

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:

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

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.

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.

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.

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.

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.

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.

3. As used in this subsection, "community association" shall mean a corporation incorporated under this Act chapter 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.

4. The immunity provided by this subsection shall survive any termination, cancellation, or other discontinuance of the community association.

§ 13.1-871. Director conflict of interests.

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:

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;

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

3. The transaction was fair to the corporation.

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.

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 chapter. 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.

§ 13.1-871.2. Liability for unlawful distributions.

A. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to this chapter, the articles of incorporation, or the bylaws is personally liable to the corporation and its creditors for the amount of the distribution that exceeds what could have been distributed without violating this chapter, the articles of incorporation, or the bylaws provided that the party asserting liability establishes that when taking the action the director did not comply with § 13.1-870.

B. A director held liable for an unlawful distribution under subsection A is entitled to:

1. Contribution from every other director who could be held liable under subsection A for the unlawful distribution; and

2. Recoupment from the members who received the unlawful distribution in proportion to the amounts of such unlawful distribution received by them respectively.

C. No suit shall be brought against any director for any liability imposed by subsection A except within two years after the right of action shall accrue.

D. Contribution or recoupment under subsection B is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection A.

§ 13.1-872. Required officers.

A. Except as provided in an agreement authorized by § 13.1-852.1, a corporation shall have such officers with such titles and duties as shall be stated described in the articles of incorporation or bylaws or in a resolution of the board of directors that is not inconsistent in accordance with the articles of incorporation or bylaws and as may be necessary to enable it to execute documents that comply with subsection F E of § 13.1-804.

B. The Officers shall be elected by the board of directors may elect individuals to fill one or more offices of the corporation. An, except that an officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

C. The secretary of the corporation or any other officer as designated in the bylaws or by resolution of the board shall have responsibility for preparing and maintaining custody of the minutes of the directors' and members' meetings and for maintaining and authenticating the records of the corporation required to be kept under subsection E of § 13.1-932.

D. The same individual may simultaneously hold more than one office in the corporation.

E. Election or appointment of an officer does not of itself create any contract rights in the officer or the corporation.

§ 13.1-873. Duties of officers.

A. Each officer has the authority and shall perform the duties set forth in the articles of incorporation or 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.

B. In discharging his duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:

1. The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer believes in good faith to be reliable and competent in performing the responsibilities delegated; or

2. Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer believes in good faith to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer believes in good faith are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence.

§ 13.1-874. Resignation and removal of officers.

A. An officer may resign at any time by delivering a written notice to the corporation board of directors, its chair, the appointing officer, if any, or the corporation's secretary. 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 provides for a delayed effectiveness. If effectiveness is stated to be delayed and the board of directors or appointing officer, if any, accepts the delay, the board of directors or appointing officer, if any, may fill the pending vacancy before the effective time if the successor does delayed effectiveness; however, the new officer shall not take office until the effective time vacancy occurs.

B. A board of directors may remove any An officer may be removed 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 by (i) the board of directors; (ii) the appointing officer, if any, unless the bylaws or the board of directors provide otherwise; or (iii) any other officer if authorized by the articles of incorporation, bylaws, or board of directors. 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.

C. Any person who has resigned as an officer of a corporation, or whose name is incorrectly on file with of record in the office of the clerk of the Commission as an officer of a corporation, may file a statement to that effect with the Commission.

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.

E. As used in this section, "appointing officer" means an officer, including any successor to that officer, who, in accordance with subsection B of § 13.1-872, appointed the officer who is resigning or being removed.

§ 13.1-875. Definitions.

In As used in this article:

"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.

"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, entity or 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.

"Expenses" includes counsel fees.

"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.

"Official capacity" means, (i) when used with respect to a director, the office of director in a corporation; or and (ii) when used with respect to an officer, as contemplated in § 13.1-881, 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, entity or employee benefit plan, or other entity.

"Party" means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

"Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.

§ 13.1-876. Authority to indemnify.

A. Except as provided in subsection D, a corporation may indemnify an individual made who is a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the director:

1. Conducted The director:

a. Conducted himself in good faith;

2. b. Believed:

a. (1) In the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and

b. (2) In all other cases, that his conduct was at least not opposed to its best interests; and

3. c. In the case of any criminal proceeding, that he had no reasonable cause to believe that his conduct was unlawful; or

2. The director engaged in conduct for which broader indemnification has been made permissible or obligatory as authorized by subsection C of § 13.1-883.

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 1 b (2).

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.

D. Unless ordered by a court under subsection C B of § 13.1-879.1, or broader indemnification has been made permissible or obligatory as authorized by subsection C of § 13.1-883, a corporation may shall not indemnify a director under this section:

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

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.

§ 13.1-877. Mandatory indemnification.

Unless limited by its articles of incorporation or bylaws, a corporation shall indemnify a director who entirely prevails was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he such director was a party because he such director is or was a director of the corporation against reasonable expenses incurred by him such director in connection with the proceeding.

§ 13.1-878. Advance for expenses.

A. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred in connection with a proceeding by a director who is a party to a proceeding in advance of final disposition of the proceeding because the individual is a director if the director furnishes delivers to the corporation a signed written undertaking, executed personally or on his behalf, to repay any funds advanced if he (i) the director is not entitled to mandatory indemnification under § 13.1-877 and (ii) it is ultimately determined under § 13.1-879.1 or 13.1-880 that he has not met the relevant standard of conduct the director is not entitled to indemnification.

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 the financial ability of the director to make repayment.

C. Authorizations of payments under this section shall be made by:

1. The board of directors:

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 consisting solely of two or more disinterested directors appointed by such a vote; or

b. If there are fewer than two disinterested directors, by the vote necessary for action by the board of directors in accordance with subsection C of § 13.1-868, in which authorization directors who do not qualify as disinterested directors may participate; or

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.

§ 13.1-879.1. Court orders for advances, reimbursement or indemnification.

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 for indemnification or an advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:

1. Order indemnification if the court determines that the director is entitled to mandatory indemnification under § 13.1-877;

2. Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by § 13.1-883; or

3. Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable (i) to indemnify the director or (ii) to advance expenses to the director, even if, in the case of clause (i) or (ii), the director has not met the relevant standard of conduct set forth in subsection A of § 13.1-876, failed to comply with § 13.1-878, or was adjudged liable in a proceeding referred to in subsection D of § 13.1-876; however, if the director was adjudged so liable, indemnification shall be limited to expenses incurred in connection with the proceeding.

B. The court shall order the corporation to make advances, reimbursement, or both, for expenses or to provide indemnification if it If the court determines that the director is entitled to such advances, reimbursement or indemnification and under subdivision A 1 or to indemnification or advance for expenses under subdivision A 2, it shall also order the corporation to pay the director's reasonable expenses incurred to obtain the order in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subdivision A 3, it may

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 court-ordered indemnification or advance for expenses.

D. C. Neither (i) the failure of the corporation, including its board of directors, its independent legal counsel and its members, to have made an independent a determination prior to the commencement of any action permitted by this section that the applying director is entitled to receive advances an advance, reimbursement, or both indemnification, 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 an advance, reimbursement, or indemnification shall create a presumption to that effect or otherwise of itself be a defense to that director's application for advances an advance for expenses, reimbursement, or indemnification.

§ 13.1-880. Determination and authorization of indemnification.

A. A corporation may shall not indemnify a director under § 13.1-876 unless authorized in the for a specific case proceeding after a determination has been made that indemnification of the director is permissible because he the director has met the relevant standard of conduct set forth in § 13.1-876.

B. The determination shall be made:

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;

2. By special legal counsel:

a. Selected in the manner prescribed in subdivision 1 of this subsection; or

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

3. By the members with the right to vote, 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.

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.

§ 13.1-881. Advances for expenses and indemnification of officers.

Unless limited by a corporation's articles of incorporation:

1. An officer of the corporation who is party to a proceeding because the individual is an officer is entitled to mandatory indemnification under § 13.1-877, and is entitled to apply for court-ordered advance or reimbursement of expenses and indemnification under § 13.1-879.1, in each case to the same extent as a director; and

2. The corporation may indemnify and advance expenses under this article to an officer of the corporation who is a party to the proceeding because the individual is an officer to the same extent as to a director.

§ 13.1-882. Insurance.

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 individual in that capacity or arising from his such individual's status as a director or officer, regardless of whether or not the corporation would have power to indemnify him or advance expenses to the individual against the same liability under § 13.1-876 or 13.1-877 this article.

§ 13.1-883. Application of article.

A. Unless the articles of incorporation or bylaws expressly provide otherwise, any authorization of indemnification or advances or reimbursement of expenses in the articles of incorporation or bylaws shall not be deemed to prevent the corporation from providing the indemnity or advances or reimbursement of expenses permitted or mandated by this article.

B. 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 § 13.1-876 and advance funds to pay for or reimburse expenses in accordance with § 13.1-878. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection C of § 13.1-878 and subsection C of § 13.1-880.

B. C. 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 with the right to vote, 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 § 13.1-878 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 § 13.1-876. 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 § 13.1-880. 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.

C. The provisions of this article and Article 8 (§ 13.1-853 et seq.) of this Act shall apply to the same extent to any cooperative organized under the Code of Virginia.

D. No right provided to any person pursuant to this section may of indemnification or advance for expenses created under this article and in effect at the time of an act or omission shall be reduced or, eliminated, or impaired by any amendment of the articles of incorporation or bylaws with respect to any act or omission occurring before such amendment or a resolution of the board of directors or members adopted after the occurrence of such act or omission unless, in the case of a right created under subsection B or C, the provision creating such right and in effect at the time of such act or omission explicitly authorizes such reduction, elimination, or impairment after such act or omission has occurred.

E. No provision pursuant to subsection B shall obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless expressly provided otherwise. Any provision for indemnification or advance for expenses in the articles of incorporation or bylaws, or a resolution of the board of directors or members of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by subdivision A 4 of § 13.1-897.

F. 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.

F. G. 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.

H. The provisions of this article and Article 8 (§ 13.1-853 et seq.) shall apply to the same extent to any cooperative organized under the Code of Virginia.

§ 13.1-884. Authority to amend articles of incorporation.

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 or to delete a provision not required to be contained in the articles of incorporation.

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.

§ 13.1-885. Amendment of articles of incorporation by directors.

A. Where there are no members, or no members having voting rights, an amendment shall be adopted at a meeting of by the board of directors as provided for in the articles of incorporation or, in the absence of such a provision, upon receiving the vote of at least two-thirds a majority of the directors in office. The board may adopt one or more amendments at any one meeting having voting rights.

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:

1. To delete the names and addresses of the initial directors;

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 § 13.1-834 is on file with the Commission;

3. To add, delete, or change a geographic attribution for the corporate name; or

4. To make any other change expressly permitted by this Act chapter to be made without member action.

§ 13.1-886. Amendment of articles of incorporation by directors and members.

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 chapter, an amendment to the articles of incorporation shall be adopted in the following manner:

1. The proposed amendment shall be adopted by the board of directors;

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 recommend 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 inform the members of the basis for that determination; and

3. The members entitled to vote on the amendment shall approve the amendment as provided in subsection D.

B. The board of directors may condition its submission of the proposed set conditions for approval of the amendment on any basis by the members or the effectiveness of the amendment.

C. The If member approval is to be sought at a members' meeting, the corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § 13.1-842. 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 shall contain or be accompanied by a copy of the amendment.

D. Unless this Act the articles of incorporation provide otherwise, or this chapter or the board of directors, acting pursuant to subsection B, requires a greater vote, approval of the amendment to be adopted shall be approved by requires the approval of 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.

E. An amendment of the articles of incorporation may be further amended prior to the effective date of the certificate of amendment of the articles of incorporation; however, if the members are required by any provision of this chapter or the articles of incorporation to vote on the amendment of the articles of incorporation, the amendment of the articles of incorporation shall not be further amended subsequent to approval of the amendment by such members without the approval of the members.

§ 13.1-887. Voting on amendments by voting groups.

A. Except as provided in the articles of incorporation or bylaws, if a corporation has more than one class of members with voting rights, the members of each class with voting rights are entitled to vote as a separate voting group, if member voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:

1. Effect an exchange or reclassification of all or part of the memberships of the class into memberships of another class;

2. Effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class;

3. Change the rights, preferences, or limitations of all or part of the memberships of the class in a manner different than the amendment would affect another class;

4. Change the rights, preferences, or limitations of all or part of the memberships of the class by changing the rights, preferences, or limitations of another class;

5. Increase or decrease the number of memberships authorized for that class;

6. Increase the number of memberships authorized for another class; or

7. Authorize a new class of memberships.

B. If a class of members with voting rights will be divided into two or more classes by an amendment to the articles of incorporation, the amendment shall be approved by a majority of the members of each class that will be created.

C. If a proposed amendment would affect less than all of the members of a class with voting rights in one or more of the ways described in subsection A of § 13.1-887, the members so affected are entitled to vote as a separate voting group on the proposed amendment.

D. The articles of incorporation may provide that members of a class are entitled to vote as a separate voting group on any other specified amendments of the articles of incorporation.

§ 13.1-887.1. Amendment prior to organization.

When If 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.

§ 13.1-888. Articles of amendment.

A. A corporation amending its articles of incorporation shall file with the Commission articles of amendment setting After an amendment of the articles of incorporation has been adopted and approved as required by this chapter, the corporation shall deliver to the Commission for filing articles of amendment that set forth:

1. The name of the corporation;

2. The text of each amendment adopted or the information required by subdivision L K 5 of § 13.1-804;

3. The date of each amendment's adoption or approval;

4. If an amendment (i) 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 adopted by the board of directors in office or by a majority of the incorporators, as the case may be, including the reason that member and, if applicable, director board of directors approval was not required;

5. If an amendment (ii) was approved by the members, either:

a. A a statement that the amendment was adopted by unanimous consent of the members; or

b. A a statement that the amendment was proposed adopted by the board of directors and, was submitted to the members in accordance with this Act and article, and was duly approved by the members in the manner required by this chapter and by the articles of incorporation; or (iii) is being filed pursuant to subdivision K 5 of § 13.1-804, a statement of:

(1) The existence of a quorum of each voting group entitled to vote separately on the amendment; and

(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 to that effect.

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.

§ 13.1-889. Restated articles of incorporation.

A. A corporation's board of directors may restate its articles of incorporation at any time with or without member approval.

B. The restatement may include one or more new amendments to the articles of incorporation. If the restatement includes a one or more new amendment amendments requiring member approval, it shall be adopted and approved as provided in § 13.1-886. If the restatement only includes an amendment one or more amendments that does do not require member approval, it shall be adopted as provided in § 13.1-885.

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 § 13.1-842. 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.

D. A corporation restating its articles of incorporation shall file with the Commission articles of restatement setting forth:

1. The name of the corporation immediately prior to restatement;

2. Whether the restatement contains a new amendment to the articles of incorporation;

3. The text of the restated articles of incorporation or amended and restated articles of incorporation, as the case may be;

4. Information required by subdivision L K 5 of § 13.1-804;

5. The date of the restatement's adoption;

6. If the restatement does not contain a new amendment to the articles, a statement that the restatement was adopted by the board of directors adopted the restatement or approved by the members;

7. If the restatement contains a new amendment to the articles not requiring member approval, the information required by subdivision A 4 of § 13.1-888 a statement that the restatement (i) was adopted by the board of directors without member approval pursuant to § 13.1-885 or subdivision K 5 of § 13.1-804, as the case may be; and

8. If the restatement contains a new amendment to the articles requiring member approval, the information required by subdivision A 5 of § 13.1-888 a statement that the restatement (i) was adopted by unanimous consent of the members or (ii) was adopted by the board of directors, was submitted to the members in accordance with this article, and was duly approved by the members in the manner required by this chapter and the articles of incorporation.

E. D. 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 or previously restated articles of incorporation and all amendments to them.

F. E. The Commission may certify restated articles of incorporation or amended and restated articles of incorporation as the articles of incorporation currently in effect.

§ 13.1-889.1. Abandonment of amendment or restatement of articles of incorporation.

A. After an amendment or restatement of the articles of incorporation has been adopted and approved as required by this article, and at any time before the certificate of amendment or restatement has become effective, the amendment or restatement of the articles of incorporation may be abandoned by the corporation without action by its members, if any, in the manner determined by the board of directors.

B. If articles of amendment or restatement of the articles of incorporation are abandoned after they have been filed with the Commission but before the certificate of amendment or restatement of the articles of incorporation has become effective, a statement of abandonment shall be signed by the corporation and delivered to the Commission for filing prior to the effective date of the certificate of amendment or restatement of the articles of incorporation. 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 amendment or restatement of the articles of incorporation shall be deemed abandoned and shall not become effective.

C. The statement of abandonment shall contain:

1. The name of the corporation;

2. The date on which the articles of amendment or restatement of the articles of incorporation were filed with the Commission;

3. The date and time on which the Commission's certificate of amendment or restatement becomes effective; and

4. A statement that the amendment or restatement of the articles of incorporation is being abandoned in accordance with this section.

§ 13.1-891. Effect of amendment of articles of incorporation.

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 affect a proceeding brought by or against the corporation in its former name.

§ 13.1-892. Amendment of bylaws by board of directors or members.

A. If a corporation has members with the right to vote, the members may amend or repeal the corporation's bylaws.

B. A corporation's board of directors may amend or repeal the corporation's bylaws except to the extent that:

1. The articles of incorporation or § 13.1-893 reserves that power exclusively to the members; or

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.

§ 13.1-893. Bylaw provisions increasing quorum or voting requirements for directors.

A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:

1. If originally adopted by the members, only by the members, unless the bylaws otherwise provide; or

2. If adopted by the board of directors, either by the members or by the board of directors.

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.

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 for the board of directors shall be effective only if it meets meet the same quorum requirement and is be adopted by the same vote required to take action under the quorum and voting requirement then in effect.

Article 11.

Mergers and Interest Exchanges.

§ 13.1-893.1. Definitions.

As used in this article:

"Acquired entity" means the domestic or foreign corporation or eligible entity that will have all of one or more classes of its membership interests or eligible interests acquired in an interest exchange.

"Acquiring entity" means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes of membership interests or eligible interests of the acquired entity in an interest exchange.

"Merger" means a business combination pursuant to § 13.1-894.

"New interest holder liability" means interest holder liability of a person, resulting from a merger or interest exchange, that is (i) in respect of an entity that is different from the entity in which the person held membership interests or eligible interests immediately before the merger or interest exchange became effective or (ii) in respect of the same entity as the one in which the person held membership interests or eligible interests immediately before the merger or interest exchange became effective if (a) the person did not have interest holder liability immediately before the merger or interest exchange became effective or (b) the person had interest holder liability immediately before the merger or interest exchange became effective, the terms and conditions of which were changed when the merger or interest exchange became effective.

"Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. Party to a merger does not include a survivor created by the merger.

"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.

§ 13.1-894. Merger.

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.

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.

C. The plan of merger shall include:

1. As to each party to the merger, its name, jurisdiction of formation, and type of entity;

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;

3. The terms and conditions of the merger;

4. The manner and basis of converting 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;

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;

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

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 rules of any such party.

D. In addition to the requirements of subsection C, a plan of merger may contain any other provision not prohibited by law.

E. Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection L K of § 13.1-804.

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:

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;

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 § 13.1-885; or

3. Any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.

§ 13.1-894.1. Interest exchange.

A. Through an interest exchange:

1. A domestic corporation may acquire all of the membership interests of one or more classes of members of another domestic or foreign corporation, or all of the eligible interests of one or more classes of eligible interests of a domestic or foreign eligible entity, as well as rights to acquire any such membership interests or eligible interests, in exchange for membership interests or other securities, eligible interests, obligations, rights to acquire membership interests, other securities or eligible interests, cash, other property, or any combination of the foregoing, pursuant to a plan of interest exchange; or

2. All of the membership interests of one or more classes of members of a domestic corporation, as well as rights to acquire any such membership interests, may be acquired by another domestic or foreign corporation or other eligible entity, in exchange for membership interests or other securities, eligible interests, obligations, rights to acquire membership interests, other securities or eligible interests, cash, other property, or any combination of the foregoing, pursuant to a plan of interest exchange.

B. A foreign corporation or eligible entity shall be a party to an interest exchange only if the interest exchange is permitted by the organic law under which the corporation or eligible entity is organized or by which it is governed.

C. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of an interest exchange, a plan of interest exchange may be adopted and approved, and the interest exchange effectuated, in accordance with the procedures, if any, for a merger.

D. The plan of interest exchange shall include:

1. The name, jurisdiction of formation, and type of entity of each acquired entity and the name, jurisdiction of formation, and type of entity of the acquiring entity;

2. The terms and conditions of the interest exchange;

3. The manner and basis of exchanging membership interests of a domestic or foreign corporation or eligible interests in a domestic or foreign eligible entity whose membership interests or eligible interests will be acquired under the interest exchange into membership interests or other securities, eligible interests, obligations, rights to acquire membership interests, other securities or eligible interests, cash, other property, or any combination of the foregoing;

4. The manner and basis for exchanging any rights to acquire membership interests of a domestic or foreign corporation or eligible interests in a domestic or foreign eligible entity whose membership interests or eligible interests will be acquired under the interest exchange into membership interests or other securities, eligible interests, obligations, rights to acquire membership interests, other securities or eligible interests, cash, other property, or any combination of the foregoing; and

5. Any other provisions required by the organic law governing any foreign corporation or eligible entity that is a party to the interest exchange or its articles of incorporation or organic rules.

E. In addition to the requirements of subsection D, the plan of interest exchange may contain any other provision not prohibited by law.

F. Terms of a plan of interest exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection K of § 13.1-804.

G. Unless the plan of interest exchange provides otherwise, the plan of interest exchange may be amended prior to the effective date of the certificate of interest exchange, but if the members of a domestic corporation that is a party to the interest exchange are required by any provision of this chapter to vote on the plan, the plan shall 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:

1. The amount or kind of membership interests or other securities, eligible interests, obligations, rights to acquire membership interests, other securities or eligible interests, cash, or other property or any combination of the foregoing to be issued by the corporation or to be received under the plan by the members of the acquired entity; or

2. Any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.

H. This section does not limit the power of a domestic corporation to acquire membership interests of another domestic or foreign corporation or eligible interests in an eligible entity in a transaction other than an interest exchange.

§ 13.1-895. Action on plan of merger or interest exchange.

A. In the case of a domestic corporation that is (i) a party to a merger, where the members of any merging corporation have voting rights the (ii) an acquired entity in an interest exchange, or (iii) the acquiring entity in an interest exchange:

1. The plan of merger or interest exchange shall first be adopted by the board of directors.

2. 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.

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 inform the members of the basis for that determination.

B. The board of directors may condition its submission set conditions for the approval of the plan of merger to or interest exchange by the members on any basis or the effectiveness of the plan of merger or interest exchange.

C. If the plan of merger or interest exchange 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 shall 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 or other eligible interests or the right to receive membership interests or other eligible interests in the surviving corporation or eligible entity survivor, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation and bylaws or organic document of that corporation or eligible entity rules of the survivor. If the corporation is to be merged into a domestic or foreign corporation or eligible entity that and a new domestic or foreign corporation or eligible entity 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 and bylaws or organic document rules of the new domestic or foreign corporation or eligible entity.

D. Unless the articles of incorporation or bylaws provide otherwise or the board of directors acting pursuant to subsection B, requires a greater vote, approval of the plan of merger to be authorized shall be approved by or interest exchange requires the approval of 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 at a meeting at which a quorum of the voting group exists. The articles of incorporation or the bylaws 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 plan of merger or interest exchange at a meeting at which a quorum of the voting group exists.

E. Separate voting by voting groups is required:

1. On Except as otherwise provided in the articles of incorporation or bylaws, on a plan of merger by each class of members that:

a. Whose membership interests are Is to be converted under the plan of merger into membership interests in a different domestic or foreign corporation, or, other securities, eligible interests or other securities, obligations, rights to acquire membership interests, other securities, eligible interests or other securities, cash, other property, or any combination of the foregoing, or is proposed to be eliminated without being converted into any of the foregoing; or

b. Who would 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 § 13.1-887.;

2. Except as otherwise provided in the articles of incorporation, on a plan of interest exchange, by each class of members included in the exchange, with each class constituting a separate voting group;

3. 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; and

4. On a plan of interest exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of interest exchange.

F. Unless the articles of incorporation otherwise provide, approval by the corporation's members of a plan of merger or interest exchange is not required if:

1. The corporation will survive the merger or is the acquiring corporation in an interest exchange;

2. Except for amendments permitted by subsection B of § 13.1-885, its articles of incorporation will not be changed; and

3. Each person who is a member of the corporation whose membership interests were outstanding immediately before the effective time of the merger or interest exchange will retain hold the same membership interest interests with identical designation, preferences, limitations, and rights immediately after the effective time of the merger or interest exchange.

G. Where any merging If a 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 not yet issued membership interests and its articles of incorporation or bylaws do not otherwise provide, its board of directors may adopt and approve a plan of merger or interest exchange on behalf of the corporation without member action.

H. If as a result of a merger or interest exchange one or more members of a domestic corporation would become subject to owner new interest holder liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger shall require the execution or interest exchange shall require the signing in connection with the transaction, by each such member of a separate written consent to become subject to such owner new interest holder liability, unless in the case of a member that already has interest holder liability with respect to such domestic corporation, (i) the new interest holder liability is with respect to a domestic or foreign corporation, which may be a different or the same domestic corporation in which the person is a member, and (ii) the terms and conditions of the new interest holder liability are substantially identical to those of the existing interest holder liability, other than for changes that eliminate or reduce such interest holder liability.

§ 13.1-895.1. Merger between parent and subsidiary or between subsidiaries.

A. As used in this section:

"Parent entity" means a domestic or foreign corporation or eligible entity that holds membership interests in a domestic corporation that possess at least 90 percent of the voting power of each class of membership of the domestic corporation that has voting power.

"Subsidiary" means the domestic corporation whose membership interests are owned by a parent entity.

B. A parent entity may merge (i) a subsidiary into itself or another subsidiary or (ii) itself into a subsidiary without the approval of the board of directors or the members or any subsidiary and, if the parent entity is a domestic corporation, without the approval of the members of the parent entity, unless the articles of incorporation of any subsidiary or the articles of incorporation or the organic rules of the parent entity otherwise provide.

C. A parent entity shall be a foreign corporation or eligible entity only if the merger is permitted under the laws by which the foreign corporation or eligible entity is organized.

D. The parent entity shall, within 10 days after the effective date of the merger, notify each of the subsidiary's other members that the merger has become effective.

E. Except as provided in subsections B and C, a merger under this section shall be governed by the provisions of this article applicable to mergers generally.

§ 13.1-896. Articles of merger or interest exchange.

A. After a plan of merger or interest exchange has been adopted and approved as required by this Act chapter, the corporation shall deliver to the Commission for filing articles of merger shall be executed or interest exchange signed on behalf of each party to the merger. The articles shall or interest exchange that set forth:

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;

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 or interest exchange;

3. 2. The date the plan of merger or interest exchange was adopted or approved by each domestic corporation that was a party to the merger or interest exchange;

4. 3. If the plan of merger or interest exchange required approval by the members of a domestic corporation that was a party to the merger or interest exchange, either:

a. A statement that the plan was approved by the unanimous consent of the members; or

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:

(1) The designation of and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and

(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 chapter, and was duly approved by the members in the manner required by this chapter and the articles of incorporation or bylaws.

5. 4. If the plan of merger or interest exchange was adopted by the board of directors without approval by the members of a domestic corporation that was a party to the merger or interest exchange, a statement that the plan of merger or interest exchange was duly approved by the vote of a majority of the board of directors in office, including the reason member approval was not required; and

6. 5. As to each foreign corporation or foreign eligible entity that was a party to the merger or interest exchange, a statement that the participation of the foreign corporation or foreign eligible entity was duly authorized as required by the its organic law of the corporation or eligible entity.

B. Articles of merger or interest exchange shall be filed with delivered to the Commission for filing by the survivor of the merger or the acquiring corporation in an interest exchange. If the Commission finds that the articles of merger or interest exchange comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger or interest exchange. Articles of merger or interest exchange 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.

§ 13.1-897. Effect of merger or interest exchange.

A. When a merger becomes effective:

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;

2. The separate existence of every domestic or foreign corporation or eligible entity that is merged into the survivor ceases;

3. Property All 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 transfer, reversion, or impairment;

4. All debts, obligations, and liabilities of each domestic or foreign corporation or eligible entity that is merged into the survivor are vested in debts, obligations, or liabilities of the survivor;

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;

6. The If the survivor is a domestic corporation, the articles of incorporation or organic document and bylaws of the survivor is are amended to the extent provided in the plan of merger;

7. The articles of incorporation or organic document and bylaws of a survivor that is a domestic corporation created by the merger becomes become effective; and

8. The membership interests of each domestic or foreign corporation that is a party to the merger and the eligible interests in an a domestic or foreign eligible entity that is a party to the merger that are to be converted under the plan of merger into membership interests, other securities, eligible interests or other securities, obligations, rights to acquire membership interests, other securities, 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 governing the foreign corporation or domestic or foreign eligible entity;

9. Except as provided by law or the plan of merger, all the rights, privileges, franchises, and immunities of each entity that was a party to the merger, other than the survivor, are the rights, privileges, franchises, and immunities of the survivor; and

10. If the survivor existed before the merger:

a. All the property and contract rights of the survivor remain its property and contract rights without transfer, reversion, or impairment;

b. The survivor remains subject to all its debts, obligations, and other liabilities; and

c. Except as provided by law or the plan of merger, the survivor continues to hold all of its rights, privileges, franchises, and immunities.

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. When an interest exchange becomes effective, the membership interests or eligible interests in the acquired entity that are to be exchanged for membership interests and other securities, eligible interests, obligations, rights to acquire membership interests, other securities, eligible interests, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of interest exchange or to any rights they may have under the organic law governing the acquired entity.

C. Except as otherwise provided in the articles of incorporation or the bylaws of a domestic corporation or the organic law governing or organic rules of a foreign corporation or a domestic or foreign eligible entity, the effect of a merger or interest exchange on interest holder liability is as follows:

1. A person who becomes subject to a new interest holder liability in respect of an entity as a result of a merger or interest exchange shall have that new interest holder liability only in respect of interest holder liabilities that arise after the merger or interest exchange becomes effective.

2. If a person had interest holder liability with respect to a party to the merger or the acquired entity before the merger or interest exchange becomes effective with respect to membership interests or eligible interests of such party or acquired entity that were (i) exchanged in the merger or interest exchange; (ii) were canceled in the merger; or (iii) the terms and conditions of which relating to interest holder liability were amended pursuant to the merger:

a. The merger or interest exchange does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the merger or interest exchange becomes effective.

b. The provisions of the organic law governing any entity for which the person had that prior interest holder liability shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision a, as if the merger or interest exchange had not occurred.

c. The person shall have such rights of contribution from other persons as are provided by the organic law governing the entity for which the person had that prior interest holder liability with respect to any interest holder liabilities preserved by subdivision a, as if the merger or interest exchange had not occurred.

d. The person shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the merger or interest exchange becomes effective.

3. If a person has interest holder liability both before and after a merger becomes effective with unchanged terms and conditions with respect to the entity that is the survivor by reason of owning the same membership interests or eligible interests before and after the merger becomes effective, the merger has no effect on such interest holder liability.

4. An interest exchange has no effect on interest holder liability related to membership interests or eligible interests of the acquired entity that were not exchanged in the interest exchange.

C. D. 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.

E. Upon a merger becoming effective, a foreign corporation or foreign eligible entity that is the survivor of a 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.

F. Except as provided in the organic law governing a party to a merger or in its articles of incorporation, bylaws, or organic rules, the merger does not give rise to any rights that a third party would have upon a dissolution, liquidation, or winding up of that party. The merger does not require a party to the merger to wind up the affairs of that party and does not constitute or cause its dissolution, termination, or cancellation.

G. A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to an entity that is a party to a merger that is not the survivor and that takes effect or remains payable after the merger inures to the survivor.

H. A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the survivor after a merger becomes effective.

§ 13.1-897.1. Abandonment of a merger or interest exchange.

A. Unless otherwise provided in the a plan of merger or interest exchange or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger or interest exchange is organized or by which it is governed, after a plan of merger or interest exchange has been adopted and approved as required by this article, and at any time before the certificate of merger or interest exchange 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 interest exchange 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 or interest exchange.

B. If a merger or interest exchange is abandoned after the articles of merger or interest exchange have been filed with the Commission but before the certificate of merger or interest exchange has become effective, in order for the certificate of merger or interest exchange to be abandoned canceled, all parties to the plan of merger or interest exchange 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 or interest exchange. 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.

C. The statement of abandonment shall contain:

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;

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;

3. The date on which the articles of merger or interest exchange were filed with the Commission;

4. The date and time on which the Commission's certificate of merger or interest exchange becomes effective; and

5. A statement that the merger or interest exchange is being abandoned in accordance with this section.

§ 13.1-898.2. Domestication.

A. A By complying with the provisions of this article applicable to foreign corporations, a foreign corporation may become a domestic corporation if the laws of the jurisdiction in which the domestication is permitted by the organic law of 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.

B. A By complying with the provisions of this article, 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 pursuant to a plan of domestication, if 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 is permitted by the organic law of the foreign corporation resulting from the domestication.

C. The plan of domestication shall set forth include:

1. A statement of the jurisdiction in which the corporation is to be domesticated The jurisdiction of formation and name of the domesticating corporation;

2. The name and jurisdiction of formation of the domesticated corporation;

3. The manner and basis of reclassifying the membership interests and any rights to membership interests of the domesticating corporation 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, if any;

4. If the domesticated corporation will be a domestic corporation, (i) the proposed amended and restated articles of incorporation of the domesticated corporation that satisfy the requirements of § 13.1-819, provided that provisions not required to be included in restated articles of incorporation may be omitted and (ii) the proposed bylaws of the domesticated corporation, which shall not be included with the articles of domestication delivered to the Commission for filing; and

5. The other terms and conditions of the domestication; and

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 § 13.1-819 as they will be in effect upon consummation of the domestication.

D. The In addition to the requirements of subsection C, a plan of domestication may include any other provision relating to the domestication not prohibited by law.

E. The The terms of a 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 be made dependent upon facts objectively ascertainable outside the plan in accordance with subsection K of § 13.1-804.