13.1-1219 - Governing instrument.
§ 13.1-1219. Governing instrument.
A. A governing instrument of a business trust may:
1. Provide that a person shall become a beneficial owner and shall becomebound by the governing instrument if such person, or a representativeauthorized by such person, orally, in writing, or by other action such aspayment for a beneficial interest, complies with the conditions for becominga beneficial owner set forth in the governing instrument or any other writingand acquires a beneficial interest;
2. Consist of one or more agreements, instruments, or other writings and mayinclude or incorporate a declaration of trust or bylaws containing provisionsrelating to the business of the business trust, the conduct of its affairs,and its rights or powers or the rights or powers of its trustees, beneficialowners, agents, or employees; and
3. Contain any provision that is not inconsistent with law or with theinformation contained in the articles of trust.
B. A governing instrument may contain any provision relating to themanagement of the business and affairs of the business trust, and the rights,duties, and obligations of the trustees, beneficial owners, and otherpersons, that is not contrary to any provision or requirement of this chapteror the articles of trust and without limitation:
1. May provide for classes, groups, or series of trustees or beneficialowners, or classes, groups, or series of beneficial interests, having suchrelative rights, powers, and duties as the governing instrument may provide;and may make provision for the future creation in the manner provided in thegoverning instrument of additional classes, groups or series of trustees,beneficial owners, or beneficial interests, having the relative rights,powers, and duties as may from time to time be established, including rights,powers, and duties senior or subordinate to existing classes, groups, orseries of trustees, beneficial owners, or beneficial interests;
2. May establish or provide for the establishment of designated series oftrustees, beneficial owners, or beneficial interests having separate rights,powers, or duties with respect to specified property or obligations of thebusiness trust or profits and losses associated with specified property orobligations and, to the extent provided in the governing instrument, anyseries may have a separate business purpose or investment objective;
3. May provide for the taking of any action, including the amendment of thearticles of trust or governing instrument, the accomplishment of a merger orconsolidation, the appointment of one or more trustees, the sale, lease,exchange, transfer, pledge, or other disposition of all or any part of theassets of the business trust or the assets of any series, or the dissolutionof the business trust; or may provide for the taking of any action to create,under the provisions of the governing instrument, a class, group, or seriesof beneficial interests that was not previously outstanding, in any such casewithout the vote or approval of any particular trustee or beneficial owner,or class, group, or series of trustees or beneficial owners;
4. May grant to or withhold from all or certain trustees or beneficialowners, or a specified class, group, or series of trustees or beneficialowners, the right to vote, separately or with any or all other classes,groups, or series of trustees or beneficial owners, on any matter, suchvoting being on a per capita, number, financial interest, class, group,series, or any other basis;
5. May, if and to the extent that voting rights are granted under thegoverning instrument, set forth provisions relating to notice of the time,place, or purpose of any meeting at which any matter is to be voted on,method of giving such notice, waiver of any such notice, action by consentwithout a meeting, the establishment of record dates, quorum requirements,voting in person, by proxy or in any other manner, or any other matter withrespect to the exercise of the right to vote;
6. May provide for the present or future creation of more than one businesstrust, including the creation of a future business trust to which all or anypart of the assets, liabilities, profits, or losses of any existing businesstrust will be transferred, and for the conversion of beneficial interests inan existing business trust or series, into beneficial interests in theseparate business trust or series;
7. May provide for the appointment, election, or engagement, either as agentsor independent contractors of the business trust or as delegates of thetrustees, of officers, employees, managers, or other persons who may managethe business and affairs of the business trust and may have the titles andthe relative rights, powers, and duties as the governing instrument shallprovide; and
8. May provide for restrictions on transfer of beneficial interests tomaintain the business trust's status when it is dependent on the number oridentity of its beneficial owners, to preserve exemptions under federal orstate securities laws or for any other purpose.
(2002, c. 621.)