{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-715.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-715.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-715.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-715.html"}],"law_id":55302,"edition_id":1,"section_id":55302,"structure_id":14020,"section_number":"13.1-715","catch_line":"Bylaw provisions increasing quorum or voting requirements for the board of directors","history":"1985, c. 522; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nA bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:1\n\nIf originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or2\n\nIf adopted by the board of directors, either by the shareholders or by the board of directors.B\n\nA bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.C\n\nAction by the board of directors under subsection A to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect.","order_by":null,"text":{"0":{"id":202822,"text":"A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":202823,"text":"If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":202824,"text":"If adopted by the board of directors, either by the shareholders or by the board of directors.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":202825,"text":"A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":202826,"text":"Action by the board of directors under subsection A to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":14020,"edition_id":1,"name":"Amendment of Articles of Incorporation and Bylaws","identifier":"11","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:46:37","date_modified":"2026-06-26 03:46:37","permalink":{"id":150307,"object_type":"structure","relational_id":14020,"identifier":"11","token":"13.1\/9\/11","url":"\/13.1\/9\/11\/","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":71609,"structure_id":14020,"section_number":"13.1-705","catch_line":"Authority to amend articles of incorporation","url":"\/13.1-705\/","token":"13.1\/9\/11\/13.1-705","metadata":false},{"id":55616,"structure_id":14020,"section_number":"13.1-706","catch_line":"Amendment of articles of incorporation by the board of directors","url":"\/13.1-706\/","token":"13.1\/9\/11\/13.1-706","metadata":false},{"id":82695,"structure_id":14020,"section_number":"13.1-707","catch_line":"Amendment of articles of incorporation by the board of directors and shareholders","url":"\/13.1-707\/","token":"13.1\/9\/11\/13.1-707","metadata":false},{"id":79625,"structure_id":14020,"section_number":"13.1-708","catch_line":"Voting on amendments by voting groups","url":"\/13.1-708\/","token":"13.1\/9\/11\/13.1-708","metadata":false},{"id":70564,"structure_id":14020,"section_number":"13.1-709","catch_line":"Amendment of articles of incorporation by incorporators","url":"\/13.1-709\/","token":"13.1\/9\/11\/13.1-709","metadata":false},{"id":55110,"structure_id":14020,"section_number":"13.1-710","catch_line":"Articles of amendment","url":"\/13.1-710\/","token":"13.1\/9\/11\/13.1-710","metadata":false},{"id":58149,"structure_id":14020,"section_number":"13.1-711","catch_line":"Restated articles of incorporation","url":"\/13.1-711\/","token":"13.1\/9\/11\/13.1-711","metadata":false},{"id":73433,"structure_id":14020,"section_number":"13.1-712","catch_line":"Repealed","url":"\/13.1-712\/","token":"13.1\/9\/11\/13.1-712","metadata":false},{"id":63596,"structure_id":14020,"section_number":"13.1-712.1","catch_line":"Abandonment of amendment or restatement of articles of incorporation","url":"\/13.1-712.1\/","token":"13.1\/9\/11\/13.1-712.1","metadata":false},{"id":64290,"structure_id":14020,"section_number":"13.1-713","catch_line":"Effect of amendment of articles of incorporation","url":"\/13.1-713\/","token":"13.1\/9\/11\/13.1-713","metadata":false},{"id":57867,"structure_id":14020,"section_number":"13.1-714","catch_line":"Amendment of bylaws by board of directors or shareholders","url":"\/13.1-714\/","token":"13.1\/9\/11\/13.1-714","metadata":false},{"id":55302,"structure_id":14020,"section_number":"13.1-715","catch_line":"Bylaw provisions increasing quorum or voting requirements for the board of directors","url":"\/13.1-715\/","token":"13.1\/9\/11\/13.1-715","metadata":false}],"previous_section":{"id":57867,"structure_id":14020,"section_number":"13.1-714","catch_line":"Amendment of bylaws by board of directors or shareholders","url":"\/13.1-714\/","token":"13.1\/9\/11\/13.1-714","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-715\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 2 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 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"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\/"}],"refers_to":false,"permalink":{"id":150353,"object_type":"law","relational_id":55302,"identifier":"13.1-715","token":"13.1\/9\/11\/13.1-715","url":"\/13.1-715\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-715\/","token":"13.1\/9\/11\/13.1-715","dublin_core":{"Title":"Bylaw provisions increasing quorum or voting requirements for the board of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-715","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If originally adopted by the shareholders<\/span>, only by the shareholders<\/span>, unless the bylaw otherwise provides; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If adopted by the board of directors, either by the shareholders<\/span> or by the board of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A bylaw adopted or amended by the shareholders<\/span> that increases a quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders<\/span> or the board of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Action by the board of directors under subsection A to amend<\/span> or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nBYLAW PROVISIONS INCREASING QUORUM OR VOTING REQUIREMENTS FOR THE BOARD OF\nDIRECTORS (\u00a7 13.1-715)\n\nA. A bylaw that increases a quorum or voting requirement for the board of\ndirectors may be amended or repealed:\n\n 1. If originally adopted by the shareholders, only by the shareholders, unless\n the bylaw otherwise provides; or\n\n 2. If adopted by the board of directors, either by the shareholders or by the\n board of directors.\n\nB. A bylaw adopted or amended by the shareholders that increases a quorum or\nvoting requirement for the board of directors may provide that it may be amended\nor repealed only by a specified vote of either the shareholders or the board of\ndirectors.\n\nC. Action by the board of directors under subsection A to amend or repeal a\nbylaw that changes the quorum or voting requirement for the board of directors\nmust meet the same quorum requirement and be adopted by the same vote required\nto take action under the quorum and voting requirement then in effect.\n\nHISTORY: 1985, c. 522; 2005, c. 765; 2019, c. 734.","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}}