13.1-886 - Amendment of articles of incorporation by directors and members.
§ 13.1-886. Amendment of articles of incorporation by directors and members.
A. Where there are members having voting rights, except where member approvalof an amendment of the articles of incorporation is not required by this Act,an amendment to the articles of incorporation shall be adopted in thefollowing manner:
1. The proposed amendment shall be adopted by the board of directors;
2. After adopting the proposed amendment, the board of directors shall submitthe amendment to the members for their approval. The board of directors shallalso transmit to the members a recommendation that the members approve theamendment, unless the board of directors makes a determination that becauseof conflicts of interest or other special circumstances it should not makesuch a recommendation, in which case the board of directors shall transmit tothe members the basis for that determination; and
3. The members entitled to vote on the amendment shall approve the amendmentas provided in subsection D.
B. The board of directors may condition its submission of the proposedamendment on any basis.
C. The corporation shall notify each member entitled to vote of the proposedmembers' meeting in accordance with § 13.1-842. The notice of meeting shallalso state that the purpose, or one of the purposes, of the meeting is toconsider the proposed amendment and contain or be accompanied by a copy ofthe amendment.
D. Unless this Act or the board of directors, acting pursuant to subsectionB, requires a greater vote, the amendment to be adopted shall be approved byeach voting group entitled to vote on the amendment by more than two-thirdsof all the votes cast by that voting group. The articles of incorporation mayprovide for a greater or lesser vote than that provided for in thissubsection or a vote by separate voting groups so long as the vote providedfor is not less than a majority of all the votes cast on the amendment byeach voting group entitled to vote on the amendment at a meeting at which aquorum of the voting group exists.
(Code 1950, § 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007, c.925.)