{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-893.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-893.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-893.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-893.html"}],"law_id":85384,"edition_id":1,"section_id":85384,"structure_id":14415,"section_number":"13.1-893","catch_line":"Bylaw provisions increasing quorum or voting requirements for directors","history":"1985, c. 522; 2007, c. 925.","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bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:1\n\nIf originally adopted by the members, only by the members, unless the bylaws otherwise provide; or2\n\nIf adopted by the board of directors, either by the members or by the board of directors.B\n\nA bylaw adopted or amended by the members that increases a quorum or voting requirement for the board of directors may provide that it shall be amended or repealed only by a specified vote of either the members or the board of directors.C\n\nAction by the board of directors under subsection A to amend or repeal a bylaw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 applicable to meetings of the board of directors shall be effective only if it meets the quorum requirement and is adopted by the vote required to take action under the quorum and voting requirement then in effect.","order_by":null,"text":{"0":{"id":305864,"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bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":305865,"text":"If originally adopted by the members, only by the members, unless the bylaws otherwise provide; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":305866,"text":"If adopted by the board of directors, either by the members 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":305867,"text":"A bylaw adopted or amended by the members that increases a quorum or voting requirement for the board of directors may provide that it shall be amended or repealed only by a specified vote of either the members or the board of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":305868,"text":"Action by the board of directors under subsection A to amend or repeal a bylaw that changes the quorum or voting requirement applicable to meetings of the board of directors shall be effective only if it meets the quorum requirement and is adopted by the 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":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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-893\/","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 1 time. 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. That modification is as follows: in 2007, chapter 925<\/a>.<\/p>","references":[{"id":76453,"section_number":"13.1-892","catch_line":"Amendment of bylaws by board of directors or members","order_by":null,"url":"\/13.1-892\/"},{"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":false,"permalink":{"id":147615,"object_type":"law","relational_id":85384,"identifier":"13.1-893","token":"13.1\/10\/10\/13.1-893","url":"\/13.1-893\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-893\/","token":"13.1\/10\/10\/13.1-893","dublin_core":{"Title":"Bylaw provisions increasing quorum or voting requirements for directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-893","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<\/span> may be amended or repealed: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

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

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

C.<\/span> Action by the board of directors<\/span> under subsection A to amend<\/span> or repeal a bylaw that changes the quorum or voting requirement applicable to meetings of the board of directors<\/span> shall be effective only if it meets the quorum requirement and is adopted by the 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 DIRECTORS (\u00a7\n13.1-893)\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 members, only by the members, unless the\n bylaws otherwise provide; or\n\n 2. If adopted by the board of directors, either by the members or by the board\n of directors.\n\nB. A bylaw adopted or amended by the members that increases a quorum or voting\nrequirement for the board of directors may provide that it shall be amended or\nrepealed only by a specified vote of either the members 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 applicable to meetings of\nthe board of directors shall be effective only if it meets the quorum\nrequirement and is adopted by the vote required to take action under the quorum\nand voting requirement then in effect.\n\nHISTORY: 1985, c. 522; 2007, c. 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}}