                                 CODE OF VIRGINIA

ACTION ON A PLAN OF MERGER (§ 13.1-1071)

Each domestic limited liability company that is a party to a merger shall
approve the plan of merger, unless the articles of organization or a written
operating agreement of the limited liability company provides otherwise, by the
unanimous vote of the members of the limited liability company. However, a
provision of a limited liability company&#8217;s articles of organization or
operating agreement purporting to authorize the limited liability company to
approve a merger by a less than unanimous vote of the members shall be effective
to permit approval of a merger by a less than unanimous vote only if either (i)
the articles of organization or operating agreement included that provision at
the time each member who does not vote in favor of the merger became bound by
the articles of organization or operating agreement or (ii) the provision was
added to the articles of organization or operating agreement through an
amendment to which each member who does not vote in favor of the merger
specifically consented.

HISTORY: 1992, c. 575; 1993, c. 113; 2016, c. 288.