{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-886.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-886.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-886.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-886.html"}],"law_id":65080,"edition_id":1,"section_id":65080,"structure_id":14415,"section_number":"13.1-886","catch_line":"Amendment of articles of incorporation by directors and members","history":"Code 1950, \u00a7 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007, c. 925.","full_text":"A\n\nWhere there are members having voting rights, except where member approval of an amendment of the articles of incorporation is not required by this Act, an amendment to the articles of incorporation shall be adopted in the following manner:1\n\nThe proposed amendment shall be adopted by the board of directors;2\n\nAfter adopting the proposed amendment, the board of directors shall submit the amendment to the members for their approval. The board of directors shall also transmit to the members a recommendation that the members approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination; and3\n\nThe members entitled to vote on the amendment shall approve the amendment as provided in subsection D.B\n\nThe board of directors may condition its submission of the proposed amendment on any basis.C\n\nThe corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with § 13.1-842. The notice of meeting shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment.D\n\nUnless this Act or the board of directors, acting pursuant to subsection B, requires a greater vote, the amendment to be adopted shall be approved by each voting group entitled to vote on the amendment by more than two-thirds of all the votes cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the amendment by each voting group entitled to vote on the amendment at a meeting at which a quorum of the voting group exists.","order_by":null,"text":{"0":{"id":236854,"text":"Where there are members having voting rights, except where member approval of an amendment of the articles of incorporation is not required by this Act, an amendment to the articles of incorporation shall be adopted in the following manner:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":236855,"text":"The proposed amendment shall be adopted by the board of directors;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":236856,"text":"After adopting the proposed amendment, the board of directors shall submit the amendment to the members for their approval. The board of directors shall also transmit to the members a recommendation that the members approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":236857,"text":"The members entitled to vote on the amendment shall approve the amendment as provided in subsection D.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":236858,"text":"The board of directors may condition its submission of the proposed amendment on any basis.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"5":{"id":236859,"text":"The corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with § 13.1-842. The notice of meeting shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"6":{"id":236860,"text":"Unless this Act or the board of directors, acting pursuant to subsection B, requires a greater vote, the amendment to be adopted shall be approved by each voting group entitled to vote on the amendment by more than two-thirds of all the votes cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the amendment by each voting group entitled to vote on the amendment at a meeting at which a quorum of the voting group exists.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-886\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 4 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>.<\/p>","references":[{"id":85479,"section_number":"13.1-889","catch_line":"Restated articles of incorporation","order_by":null,"url":"\/13.1-889\/"},{"id":55599,"section_number":"6.2-1323","catch_line":"Amendments to articles of incorporation and bylaws","order_by":null,"url":"\/6.2-1323\/"}],"refers_to":[{"id":87273,"section_number":"13.1-842","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-842\/"}],"permalink":{"id":147583,"object_type":"law","relational_id":65080,"identifier":"13.1-886","token":"13.1\/10\/10\/13.1-886","url":"\/13.1-886\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-886\/","token":"13.1\/10\/10\/13.1-886","dublin_core":{"Title":"Amendment of articles of incorporation by directors and members","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-886","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Where there are members<\/span> having voting rights, except where member<\/span> approval of an amendment of the articles of incorporation<\/span> is not required by this Act, an amendment to the articles of incorporation<\/span> shall be adopted in the following manner: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The proposed amendment shall be adopted by the board of directors<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> After adopting the proposed amendment, the board of directors<\/span> shall submit the amendment to the members<\/span> for their approval. The board of directors<\/span> shall also transmit to the members<\/span> a recommendation that the members<\/span> approve the amendment, unless the board of directors<\/span> makes a determination that because of conflicts of interest<\/span> or other special circumstances it should not make such a recommendation, in which case the board of directors<\/span> shall transmit to the members<\/span> the basis for that determination; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The members<\/span> entitled to vote on the amendment shall approve the amendment as provided in subsection D. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The board of directors<\/span> may condition its submission of the proposed amendment on any basis. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The corporation<\/span> shall notify each member<\/span> entitled to vote of the proposed members<\/span>’ meeting in accordance with § 13.1-842<\/a>. The notice of meeting shall also state<\/span> that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Unless this Act or the board of directors<\/span>, acting pursuant to subsection B, requires a greater vote, the amendment to be adopted shall be approved by each voting group<\/span> entitled to vote on the amendment by more than two-thirds of all the votes cast by that voting group<\/span>. The articles of incorporation<\/span> may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups<\/span> so long as the vote provided for is not less than a majority of all the votes cast on the amendment by each voting group<\/span> entitled to vote on the amendment at a meeting at which a quorum of the voting group<\/span> exists. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAMENDMENT OF ARTICLES OF INCORPORATION BY DIRECTORS AND MEMBERS (\u00a7 13.1-886)\n\nA. Where there are members having voting rights, except where member approval of\nan amendment of the articles of incorporation is not required by this Act, an\namendment to the articles of incorporation shall be adopted in the following\nmanner:\n\n 1. The proposed amendment shall be adopted by the board of directors;\n\n 2. After adopting the proposed amendment, the board of directors shall submit\n the amendment to the members for their approval. The board of directors shall\n also transmit to the members a recommendation that the members approve the\n amendment, unless the board of directors makes a determination that because of\n conflicts of interest or other special circumstances it should not make such a\n recommendation, in which case the board of directors shall transmit to the\n members the basis for that determination; and\n\n 3. The members entitled to vote on the amendment shall approve the amendment\n as provided in subsection D.\n\nB. The board of directors may condition its submission of the proposed amendment\non any basis.\n\nC. The corporation shall notify each member entitled to vote of the proposed\nmembers’ meeting in accordance with § 13.1-842. The notice of meeting\nshall also state that the purpose, or one of the purposes, of the meeting is to\nconsider the proposed amendment and contain or be accompanied by a copy of the\namendment.\n\nD. Unless this Act or the board of directors, acting pursuant to subsection B,\nrequires a greater vote, the amendment to be adopted shall be approved by each\nvoting group entitled to vote on the amendment by more than two-thirds of all\nthe votes cast by that voting group. The articles of incorporation may provide\nfor a greater or lesser vote than that provided for in this subsection or a vote\nby separate voting groups so long as the vote provided for is not less than a\nmajority of all the votes cast on the amendment by each voting group entitled to\nvote on the amendment at a meeting at which a quorum of the voting group exists.\n\nHISTORY: Code 1950, \u00a7 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007,\nc. 925.","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}}