Virginia Code 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 the board of directors upon receiving the vote of at least two-thirds of the directors in office. The board may adopt one or more amendments at any one meeting.
Terms Used In Virginia Code 13.1-885
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
- 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. See Virginia Code 13.1-803
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-803
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
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 name; or
4. To make any other change expressly permitted by this Act to be made without member action.
Code 1950, § 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007, c. 925; 2015, c. 623.