2006 Code of Virginia § 13.1-722.3 - Action on plan of domestication by a domestic corporation

13.1-722.3. Action on plan of domestication by a domestic corporation.

In the case of a domestic corporation:

A. The board of directors of the corporation shall adopt the plan ofdomestication.

B. After adopting the plan of domestication the board of directors shallsubmit the plan of domestication for approval by the shareholders.

C. For the plan of domestication to be approved:

1. The board of directors shall recommend the plan to the shareholders unlessthe board of directors determines that because of conflicts of interest orother special circumstances it should make no recommendation and communicatesthe basis of its determination to the shareholders with the plan; and

2. The shareholders shall approve the plan as provided in subsection F.

D. The board of directors may condition its submission of the plan ofdomestication to the shareholders on any basis.

E. The corporation shall notify each shareholder, whether or not entitled tovote, of the proposed shareholders' meeting in accordance with 13.1-658 atwhich the plan of domestication is to be submitted for approval. The noticeshall state that a purpose of the meeting is to consider the plan and shallcontain or be accompanied by a copy of the plan.

F. Unless this chapter or the board of directors, acting pursuant tosubsection D, requires a greater vote, the plan of domestication shall beapproved by each voting group entitled to vote on the plan by more thantwo-thirds of all the votes entitled to be cast by that voting group. Thearticles of incorporation may provide for a greater or lesser vote than thatprovided for in this subsection or a vote by separate voting groups so longas the vote provided for is not less than a majority of all the votes cast onthe plan by each voting group entitled to vote on the plan at a meeting atwhich a quorum of the voting group exists.

(2001, c. 545; 2002, c. 1.)