2006 Code of Virginia § 13.1-888 - Articles of amendment

13.1-888. Articles of amendment.

A. A corporation amending its articles of incorporation shall file with theCommission articles of amendment setting forth:

1. The name of the corporation;

2. The text of each amendment adopted;

3. The date of each amendment's adoption;

4. If an amendment was adopted:

a. By the incorporators, a statement to that effect, including the reasondirector approval and member approval were not required, and a statement ofthe fact that the amendment was approved by a majority of the incorporators;and

b. By the board of directors without member approval, a statement to thateffect, including the reason member approval was not required, and astatement of the fact that the amendment received the vote of at leasttwo-thirds of the directors in office;

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

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

b. A statement that the amendment was proposed by the board of directors andsubmitted to the members in accordance with this Act and a statement of:

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

(2) Either the total number of votes cast for and against the amendment byeach voting group entitled to vote separately on the amendment or the totalnumber of undisputed votes cast for the amendment by each voting group and astatement that the number cast for the amendment by each voting group wassufficient for approval by that voting group.

B. If the Commission finds that the articles of amendment comply with therequirements of law and that all required fees have been paid, it shall issuea certificate of amendment.

(Code 1950, 13-226, 13-227, 13.1-237, 13.1-238; 1956, c. 428; 1966, c.218; 1975, c. 500; 1985, c. 522; 2002, c. 607.)