2006 Code of Virginia § 13.1-898.3 - Action on plan of domestication by a domestic corporation

13.1-898.3. Action on plan of domestication by a domestic corporation.

A. When the members of a domestic corporation have voting rights, a plan ofdomestication shall be adopted in the following manner:

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

2. After adopting a plan of domestication, the board of directors shallsubmit the plan of domestication for approval by the members.

3. For a plan of domestication to be approved:

a. The board of directors shall recommend the plan to the members unless theboard of directors determines that because of conflict of interests or otherspecial circumstances it should make no recommendation and communicates thebasis for its determination to the members with the plan; and

b. The members shall approve the plan as provided in subdivision 6 of thissubsection.

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

5. The corporation shall notify each member entitled to vote of the proposedmembers' meeting in accordance with 13.1-842 at which the plan ofdomestication is to be submitted for approval. The notice shall also statethat a purpose of the meeting is to consider the plan and shall contain or beaccompanied by a copy of the plan.

6. Unless this chapter or the board of directors, acting pursuant tosubdivision 4 of this subsection, requires a greater vote, the plan ofdomestication to be authorized shall be approved by each voting groupentitled to vote on the plan by more than two-thirds of all the votes cast onthe plan by that voting group at a meeting at which a quorum of the votinggroup exists. The articles of incorporation may provide for a greater orlesser vote than that provided for in this subdivision or a vote by separatevoting groups so long as the vote provided for is not less than a majority ofall the votes cast on the plan by each voting group entitled to vote on theplan at a meeting at which a quorum of the voting group exists.

7. Voting by a class of members as a separate voting group is required on aplan of domestication if the plan contains a provision that, if contained ina proposed amendment to articles of incorporation, would entitle the class tovote as a separate voting group on the proposed amendment under 13.1-887.

B. When a domestic corporation has no members, or no members have votingrights, a plan of domestication shall be adopted at a meeting of the board ofdirectors of such corporation upon receiving the vote of a majority of thedirectors in office.

(2003, c. 374.)