{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-885.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-885.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-885.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-885.html"}],"law_id":58197,"edition_id":1,"section_id":58197,"structure_id":14415,"section_number":"13.1-885","catch_line":"Amendment of articles of incorporation by directors","history":"Code 1950, \u00a7 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007, c. 925; 2015, c. 623.","full_text":"A\n\nWhere there are no members, or no members having voting rights, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of at least two-thirds of the directors in office. The board may adopt one or more amendments at any one meeting.B\n\nUnless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without member action:1\n\nTo delete the names and addresses of the initial directors;2\n\nTo delete the name of the initial registered agent or the address of the initial registered office, if a statement of change described in § 13.1-834 is on file with the Commission;3\n\nTo add, delete, or change a geographic attribution for the name; or4\n\nTo make any other change expressly permitted by this Act to be made without member action.","order_by":null,"text":{"0":{"id":213285,"text":"Where there are no members, or no members having voting rights, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of at least two-thirds of the directors in office. The board may adopt one or more amendments at any one meeting.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":213286,"text":"Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without member action:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":213287,"text":"To delete the names and addresses of the initial directors;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":213288,"text":"To delete the name of the initial registered agent or the address of the initial registered office, if a statement of change described in § 13.1-834 is on file with the Commission;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":213289,"text":"To add, delete, or change a geographic attribution for the name; or","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":213290,"text":"To make any other change expressly permitted by this Act to be made without member action.","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3"}},"ancestry":[{"id":14415,"edition_id":1,"name":"Amendment of Articles of Incorporation and Bylaws","identifier":"10","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:48:03","date_modified":"2026-06-26 03:48:03","permalink":{"id":147573,"object_type":"structure","relational_id":14415,"identifier":"10","token":"13.1\/10\/10","url":"\/13.1\/10\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":85025,"structure_id":14415,"section_number":"13.1-884","catch_line":"Authority to amend articles of incorporation","url":"\/13.1-884\/","token":"13.1\/10\/10\/13.1-884","metadata":false},{"id":58197,"structure_id":14415,"section_number":"13.1-885","catch_line":"Amendment of articles of incorporation by directors","url":"\/13.1-885\/","token":"13.1\/10\/10\/13.1-885","metadata":false},{"id":65080,"structure_id":14415,"section_number":"13.1-886","catch_line":"Amendment of articles of incorporation by directors and members","url":"\/13.1-886\/","token":"13.1\/10\/10\/13.1-886","metadata":false},{"id":86936,"structure_id":14415,"section_number":"13.1-887","catch_line":"Voting on amendments by voting groups","url":"\/13.1-887\/","token":"13.1\/10\/10\/13.1-887","metadata":false},{"id":85903,"structure_id":14415,"section_number":"13.1-887.1","catch_line":"Amendment prior to organization","url":"\/13.1-887.1\/","token":"13.1\/10\/10\/13.1-887.1","metadata":false},{"id":78566,"structure_id":14415,"section_number":"13.1-888","catch_line":"Articles of amendment","url":"\/13.1-888\/","token":"13.1\/10\/10\/13.1-888","metadata":false},{"id":85479,"structure_id":14415,"section_number":"13.1-889","catch_line":"Restated articles of incorporation","url":"\/13.1-889\/","token":"13.1\/10\/10\/13.1-889","metadata":false},{"id":58404,"structure_id":14415,"section_number":"13.1-890","catch_line":"Repealed","url":"\/13.1-890\/","token":"13.1\/10\/10\/13.1-890","metadata":false},{"id":55759,"structure_id":14415,"section_number":"13.1-891","catch_line":"Effect of amendment of articles of incorporation","url":"\/13.1-891\/","token":"13.1\/10\/10\/13.1-891","metadata":false},{"id":76453,"structure_id":14415,"section_number":"13.1-892","catch_line":"Amendment of bylaws by board of directors or members","url":"\/13.1-892\/","token":"13.1\/10\/10\/13.1-892","metadata":false},{"id":85384,"structure_id":14415,"section_number":"13.1-893","catch_line":"Bylaw provisions increasing quorum or voting requirements for directors","url":"\/13.1-893\/","token":"13.1\/10\/10\/13.1-893","metadata":false}],"previous_section":{"id":85025,"structure_id":14415,"section_number":"13.1-884","catch_line":"Authority to amend articles of incorporation","url":"\/13.1-884\/","token":"13.1\/10\/10\/13.1-884","metadata":false},"next_section":{"id":65080,"structure_id":14415,"section_number":"13.1-886","catch_line":"Amendment of articles of incorporation by directors and members","url":"\/13.1-886\/","token":"13.1\/10\/10\/13.1-886","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-885\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 5 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 1964, chapter 580; in 1985, chapter 522; in 2007, chapter 925<\/a>; in 2015, chapter 623<\/a>.<\/p>","references":[{"id":85811,"section_number":"13.1-869","catch_line":"Committees","order_by":null,"url":"\/13.1-869\/"},{"id":67958,"section_number":"13.1-894","catch_line":"Merger","order_by":null,"url":"\/13.1-894\/"},{"id":82018,"section_number":"13.1-895","catch_line":"Action on plan of merger","order_by":null,"url":"\/13.1-895\/"}],"refers_to":[{"id":55774,"section_number":"13.1-834","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/13.1-834\/"}],"permalink":{"id":147579,"object_type":"law","relational_id":58197,"identifier":"13.1-885","token":"13.1\/10\/10\/13.1-885","url":"\/13.1-885\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-885\/","token":"13.1\/10\/10\/13.1-885","dublin_core":{"Title":"Amendment of articles of incorporation by directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-885","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Where there are no members<\/span>, or no members<\/span> having voting rights, an amendment shall be adopted at a meeting of the board of directors<\/span> upon receiving the vote of at least two-thirds of the directors in office. The board may adopt one or more amendments at any one meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless the articles of incorporation<\/span> provide otherwise, a corporation<\/span>’s board of directors<\/span> may adopt one or more amendments to the corporation<\/span>’s articles of incorporation<\/span> without member<\/span> action: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To delete the names and addresses of the initial directors; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> To delete the name of the initial registered agent or the address of the initial registered office, if a statement of change described in § 13.1-834<\/a> is on file with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> To add, delete, or change a geographic attribution for the name; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> To make any other change expressly permitted by this Act to be made without member<\/span> action. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAMENDMENT OF ARTICLES OF INCORPORATION BY DIRECTORS (\u00a7 13.1-885)\n\nA. Where there are no members, or no members having voting rights, an amendment\nshall be adopted at a meeting of the board of directors upon receiving the vote\nof at least two-thirds of the directors in office. The board may adopt one or\nmore amendments at any one meeting.\n\nB. Unless the articles of incorporation provide otherwise, a corporation’s\nboard of directors may adopt one or more amendments to the corporation’s\narticles of incorporation without member action:\n\n 1. To delete the names and addresses of the initial directors;\n\n 2. To delete the name of the initial registered agent or the address of the\n initial registered office, if a statement of change described in §\n 13.1-834 is on file with the Commission;\n\n 3. To add, delete, or change a geographic attribution for the name; or\n\n 4. To make any other change expressly permitted by this Act to be made without\n member action.\n\nHISTORY: Code 1950, \u00a7 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007,\nc. 925; 2015, c. 623.","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}}