2006 Code of Virginia § 13.1-819 - Articles of incorporation

13.1-819. Articles of incorporation.

A. The articles of incorporation shall set forth:

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

2. If the corporation is to have no members, a statement to that effect.

3. If the corporation is to have one or more classes of members, anyprovision which the incorporators elect to set forth in the articles ofincorporation or, if the articles of incorporation so provide, in the bylawsdesignating the class or classes of members, stating the qualifications andrights of the members of each class and conferring, limiting or denying theright to vote.

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

5. The address of its initial registered office (including both (i) thepost-office address with street and number, if any, and (ii) the name of thecity or county in which it is located), and the name of its initialregistered agent at that office, and that the agent is either (i) anindividual who is a resident of Virginia and either a director of thecorporation or a member of the Virginia State Bar or (ii) a domestic orforeign stock or nonstock corporation, limited liability company orregistered limited liability partnership authorized to transact business inthis Commonwealth.

B. The articles of incorporation may set forth:

1. The names and addresses of the persons who are to serve as the initialdirectors.

2. Any provisions not inconsistent with law:

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

b. Regarding the management or regulation of the business of the corporation.

c. Defining, limiting and regulating the powers of the corporation, itsdirectors and its members.

d. Any provision that under this chapter is required or permitted to be setforth in the bylaws.

C. It shall not be necessary to set forth in the articles of incorporationany of the corporate powers enumerated in this chapter.

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

(Code 1950, 13.1-231; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1982, c.182; 1985, c. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517,541.)