{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-624.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-624.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-624.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-624.html"}],"law_id":65903,"edition_id":1,"section_id":65903,"structure_id":16052,"section_number":"13.1-624","catch_line":"Bylaws","history":"Code 1950, \u00a7\u00a7 13-10, 13.1-24; 1956, c. 428; 1985, c. 522; 2010, c. 782; 2015, c. 611; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nThe incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.B\n\nThe bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.C\n\nThe bylaws may contain one or more of the following provisions:1\n\nA requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and2\n\nA requirement that any or all internal corporate claims shall be brought exclusively in a circuit court or a federal district court in the Commonwealth and, if so specified, in any additional courts in the Commonwealth or in any other jurisdictions in which the corporation maintains its principal office. As used in this subdivision, “internal corporate claims” means (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action for breach of duty to the corporation or the corporation’s shareholders by any current or former officer, director, or shareholder of the corporation; (iii) any action asserting a claim arising pursuant to this chapter or the corporation’s articles of incorporation or bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine that is not included in clause (i), (ii), or (iii). Notwithstanding any other provision of this chapter to the contrary, to the extent any provision of this chapter allows or requires an action or proceeding to be brought in the circuit court of the county or city where the corporation’s principal office or registered office is located or in any other specified court location, such action or proceeding shall instead be brought in a court in the Commonwealth specified in a bylaw, if any, authorized by this subdivision and adopted prior to the commencement of such action or proceeding.D\n\nA provision of the bylaws adopted under subdivision C 2 shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision has the requisite personal and subject matter jurisdiction. If the court or courts specified in a provision adopted under subdivision C 2 do not have the requisite personal and subject matter jurisdiction and another court of the Commonwealth does have such jurisdiction, then the internal corporate claim may be brought in such other court of the Commonwealth, notwithstanding that such other court of the Commonwealth is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction. No provision of the articles of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of the Commonwealth or require any such claim to be determined by arbitration.E\n\nNotwithstanding subdivision B 2 of § 13.1-714, the shareholders in amending, repealing, or adopting a bylaw described in subdivision C 1 may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in, or to add any procedure or condition to, such a bylaw to provide for a reasonable, practicable, and orderly process.","order_by":null,"text":{"0":{"id":239486,"text":"The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":239487,"text":"The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":239488,"text":"The bylaws may contain one or more of the following provisions:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":239489,"text":"A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":239490,"text":"A requirement that any or all internal corporate claims shall be brought exclusively in a circuit court or a federal district court in the Commonwealth and, if so specified, in any additional courts in the Commonwealth or in any other jurisdictions in which the corporation maintains its principal office. As used in this subdivision, “internal corporate claims” means (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action for breach of duty to the corporation or the corporation’s shareholders by any current or former officer, director, or shareholder of the corporation; (iii) any action asserting a claim arising pursuant to this chapter or the corporation’s articles of incorporation or bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine that is not included in clause (i), (ii), or (iii). Notwithstanding any other provision of this chapter to the contrary, to the extent any provision of this chapter allows or requires an action or proceeding to be brought in the circuit court of the county or city where the corporation’s principal office or registered office is located or in any other specified court location, such action or proceeding shall instead be brought in a court in the Commonwealth specified in a bylaw, if any, authorized by this subdivision and adopted prior to the commencement of such action or proceeding.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"5":{"id":239491,"text":"A provision of the bylaws adopted under subdivision C 2 shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision has the requisite personal and subject matter jurisdiction. If the court or courts specified in a provision adopted under subdivision C 2 do not have the requisite personal and subject matter jurisdiction and another court of the Commonwealth does have such jurisdiction, then the internal corporate claim may be brought in such other court of the Commonwealth, notwithstanding that such other court of the Commonwealth is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction. No provision of the articles of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of the Commonwealth or require any such claim to be determined by arbitration.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2","next_prefix":"E"},"6":{"id":239492,"text":"Notwithstanding subdivision B 2 of § 13.1-714, the shareholders in amending, repealing, or adopting a bylaw described in subdivision C 1 may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in, or to add any procedure or condition to, such a bylaw to provide for a reasonable, practicable, and orderly process.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":16052,"edition_id":1,"name":"Formation of Corporations","identifier":"3","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 04:04:45","date_modified":"2026-06-26 04:04:45","permalink":{"id":150887,"object_type":"structure","relational_id":16052,"identifier":"3","token":"13.1\/9\/3","url":"\/13.1\/9\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":86934,"structure_id":16052,"section_number":"13.1-618","catch_line":"Incorporators","url":"\/13.1-618\/","token":"13.1\/9\/3\/13.1-618","metadata":false},{"id":66733,"structure_id":16052,"section_number":"13.1-619","catch_line":"Articles of incorporation","url":"\/13.1-619\/","token":"13.1\/9\/3\/13.1-619","metadata":false},{"id":63023,"structure_id":16052,"section_number":"13.1-620","catch_line":"Special kinds of business","url":"\/13.1-620\/","token":"13.1\/9\/3\/13.1-620","metadata":false},{"id":70625,"structure_id":16052,"section_number":"13.1-621","catch_line":"Issuance of certificate of incorporation","url":"\/13.1-621\/","token":"13.1\/9\/3\/13.1-621","metadata":false},{"id":67794,"structure_id":16052,"section_number":"13.1-622","catch_line":"Liability for preincorporation transactions","url":"\/13.1-622\/","token":"13.1\/9\/3\/13.1-622","metadata":false},{"id":63296,"structure_id":16052,"section_number":"13.1-623","catch_line":"Organization of corporation","url":"\/13.1-623\/","token":"13.1\/9\/3\/13.1-623","metadata":false},{"id":65903,"structure_id":16052,"section_number":"13.1-624","catch_line":"Bylaws","url":"\/13.1-624\/","token":"13.1\/9\/3\/13.1-624","metadata":false},{"id":75810,"structure_id":16052,"section_number":"13.1-625","catch_line":"Emergency bylaws","url":"\/13.1-625\/","token":"13.1\/9\/3\/13.1-625","metadata":false}],"previous_section":{"id":63296,"structure_id":16052,"section_number":"13.1-623","catch_line":"Organization of corporation","url":"\/13.1-623\/","token":"13.1\/9\/3\/13.1-623","metadata":false},"next_section":{"id":75810,"structure_id":16052,"section_number":"13.1-625","catch_line":"Emergency bylaws","url":"\/13.1-625\/","token":"13.1\/9\/3\/13.1-625","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-624\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1985, chapter 522; in 2010, chapter 782<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":[{"id":63708,"section_number":"13.1-669.1","catch_line":"Judicial determination of corporate offices and review of elections and shareholder votes","order_by":null,"url":"\/13.1-669.1\/"},{"id":57867,"section_number":"13.1-714","catch_line":"Amendment of bylaws by board of directors or shareholders","order_by":null,"url":"\/13.1-714\/"},{"id":74233,"section_number":"13.1-995","catch_line":"Members to have rights of shareholders","order_by":null,"url":"\/13.1-995\/"}],"refers_to":[{"id":57867,"section_number":"13.1-714","catch_line":"Amendment of bylaws by board of directors or shareholders","order_by":null,"url":"\/13.1-714\/"}],"permalink":{"id":150913,"object_type":"law","relational_id":65903,"identifier":"13.1-624","token":"13.1\/9\/3\/13.1-624","url":"\/13.1-624\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-624\/","token":"13.1\/9\/3\/13.1-624","dublin_core":{"Title":"Bylaws","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-624","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The incorporators or board of directors of a corporation<\/span> shall adopt initial bylaws for the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The bylaws of a corporation<\/span> may contain any provision that is not inconsistent with law<\/span> or the articles of incorporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The bylaws may contain one or more of the following provisions: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A requirement that if the corporation<\/span> solicits proxies or consents with respect to an election of directors, the corporation<\/span> include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals<\/span> nominated by a shareholder<\/span> in addition to individuals<\/span> nominated by the board of directors; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A requirement that any or all internal corporate claims<\/span> shall be brought exclusively in a circuit<\/span> court<\/span> or a federal district court<\/span> in the Commonwealth and, if so specified, in any additional courts<\/span> in the Commonwealth or in any other jurisdictions<\/span> in which the corporation<\/span> maintains its principal office<\/span>. As used in this subdivision, “internal corporate claims<\/span>” means (i) any derivative action or proceeding<\/span> brought on behalf of the corporation<\/span>; (ii) any action for breach of duty to the corporation<\/span> or the corporation<\/span>’s shareholders<\/span> by any current or former officer, director, or shareholder<\/span> of the corporation<\/span>; (iii) any action asserting a claim arising pursuant to this chapter or the corporation<\/span>’s articles of incorporation<\/span> or bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine that is not included in clause (i), (ii), or (iii). Notwithstanding any other provision of this chapter to the contrary, to the extent any provision of this chapter allows or requires an action or proceeding<\/span> to be brought in the circuit<\/span> court<\/span> of the county or city where the corporation<\/span>’s principal office<\/span> or registered office is located or in any other specified court<\/span> location, such action or proceeding<\/span> shall instead be brought in a court<\/span> in the Commonwealth specified in a bylaw, if any, authorized by this subdivision and adopted prior to the commencement of such action or proceeding<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A provision of the bylaws adopted under subdivision C 2 shall not have the effect of conferring jurisdiction<\/span> on any court<\/span> or over any person<\/span> or claim, and shall not apply if none of the courts<\/span> specified by such provision has the requisite personal and subject matter jurisdiction<\/span>. If the court<\/span> or courts<\/span> specified in a provision adopted under subdivision C 2 do not have the requisite personal and subject matter jurisdiction<\/span> and another court<\/span> of the Commonwealth does have such jurisdiction<\/span>, then the internal corporate claim may be brought in such other court<\/span> of the Commonwealth, notwithstanding that such other court<\/span> of the Commonwealth is not specified in such provision, and in any other court<\/span> specified in such provision that has the requisite jurisdiction<\/span>. No provision of the articles of incorporation<\/span> or the bylaws may prohibit bringing an internal corporate claim in the courts<\/span> of the Commonwealth or require any such claim to be determined by arbitration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Notwithstanding subdivision B 2 of § 13.1-714<\/a>, the shareholders<\/span> in amending, repealing, or adopting a bylaw described in subdivision C 1 may not limit the authority of the board of directors to amend<\/span> or repeal any condition or procedure set forth in, or to add any procedure or condition to, such a bylaw to provide for a reasonable, practicable, and orderly process. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nBYLAWS (\u00a7 13.1-624)\n\nA. The incorporators or board of directors of a corporation shall adopt initial\nbylaws for the corporation.\n\nB. The bylaws of a corporation may contain any provision that is not\ninconsistent with law or the articles of incorporation.\n\nC. The bylaws may contain one or more of the following provisions:\n\n 1. A requirement that if the corporation solicits proxies or consents with\n respect to an election of directors, the corporation include in its proxy\n statement and any form of its proxy or consent, to the extent and subject to\n such procedures or conditions as are provided in the bylaws, one or more\n individuals nominated by a shareholder in addition to individuals nominated by\n the board of directors; and\n\n 2. A requirement that any or all internal corporate claims shall be brought\n exclusively in a circuit court or a federal district court in the Commonwealth\n and, if so specified, in any additional courts in the Commonwealth or in any\n other jurisdictions in which the corporation maintains its principal office.\n As used in this subdivision, “internal corporate claims” means (i)\n any derivative action or proceeding brought on behalf of the corporation; (ii)\n any action for breach of duty to the corporation or the corporation’s\n shareholders by any current or former officer, director, or shareholder of the\n corporation; (iii) any action asserting a claim arising pursuant to this\n chapter or the corporation’s articles of incorporation or bylaws; or\n (iv) any action asserting a claim governed by the internal affairs doctrine\n that is not included in clause (i), (ii), or (iii). Notwithstanding any other\n provision of this chapter to the contrary, to the extent any provision of this\n chapter allows or requires an action or proceeding to be brought in the\n circuit court of the county or city where the corporation’s principal\n office or registered office is located or in any other specified court\n location, such action or proceeding shall instead be brought in a court in the\n Commonwealth specified in a bylaw, if any, authorized by this subdivision and\n adopted prior to the commencement of such action or proceeding.\n\nD. A provision of the bylaws adopted under subdivision C 2 shall not have the\neffect of conferring jurisdiction on any court or over any person or claim, and\nshall not apply if none of the courts specified by such provision has the\nrequisite personal and subject matter jurisdiction. If the court or courts\nspecified in a provision adopted under subdivision C 2 do not have the requisite\npersonal and subject matter jurisdiction and another court of the Commonwealth\ndoes have such jurisdiction, then the internal corporate claim may be brought in\nsuch other court of the Commonwealth, notwithstanding that such other court of\nthe Commonwealth is not specified in such provision, and in any other court\nspecified in such provision that has the requisite jurisdiction. No provision of\nthe articles of incorporation or the bylaws may prohibit bringing an internal\ncorporate claim in the courts of the Commonwealth or require any such claim to\nbe determined by arbitration.\n\nE. Notwithstanding subdivision B 2 of § 13.1-714, the shareholders in\namending, repealing, or adopting a bylaw described in subdivision C 1 may not\nlimit the authority of the board of directors to amend or repeal any condition\nor procedure set forth in, or to add any procedure or condition to, such a bylaw\nto provide for a reasonable, practicable, and orderly process.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-10, 13.1-24; 1956, c. 428; 1985, c. 522; 2010, c.\n782; 2015, c. 611; 2019, c. 734; 2020, c. 1226.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}