                                 CODE OF VIRGINIA

TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS (§ 13.1-639)

A. If the articles of incorporation so provide, the board of directors, without
shareholder action, may, by adoption of an amendment of the articles of
incorporation:

   1. Classify any unissued shares into one or more classes or into one or more
   series within one or more classes;

   2. Reclassify any unissued shares of any class into one or more classes or
   into one or more series within one or more classes; or

   3. Reclassify any unissued shares of any series of any class into one or more
   classes or into one or more series within one or more classes.

B. If the board of directors acts pursuant to subsection A, it shall determine
the terms, including the preferences, rights and limitations, to the same extent
permitted under § 13.1-638, of:

   1. Any class of shares before the issuance of any shares of that class, or

   2. Any series within a class before the issuance of any shares of that series.

C. Unless the articles of incorporation otherwise provide, the board of
directors, without shareholder action, may, by adoption of an amendment of the
articles of incorporation, delete from the articles of incorporation any
provisions originally adopted by the board of directors without shareholder
action fixing the terms, including the preferences, limitations, and rights of
any class of shares or series within a class, provided there are no shares of
such class or series then outstanding.

D. Unless the articles of incorporation otherwise provide, the board of
directors of a corporation that is registered as an open-end management
investment company under the federal Investment Company Act of 1940, without
shareholder action, may, by adoption of an amendment of the articles of
incorporation:

   1. Classify any unissued shares into one or more classes or into one or more
   series within one or more classes; or

   2. Reclassify any unissued shares of any class into one or more classes or
   into one or more series within one or more classes; or

   3. Reclassify any unissued shares of any series of any class into one or more
   classes or into one or more series within one or more classes.

E. When the board of directors has adopted an amendment of the articles of
incorporation pursuant to subsection A, C, or D, the corporation shall file with
the Commission articles of amendment pursuant to &#xA7; 13.1-710 with the
addition, when the board of directors has acted pursuant to subsection A, of any
determination made pursuant to subsection B.
			If the Commission finds that the articles of amendment comply with the
requirements of law and that all required fees have been paid, it shall issue a
certificate of amendment. Shares of any class or series that are classified or
reclassified under this section by the articles of amendment shall not be issued
until the certificate of amendment is effective.

F. Whenever the articles of incorporation provide that the board of directors
may classify or reclassify unissued shares in the manner prescribed in
subsection A, the articles of incorporation shall be deemed to authorize the
board of directors to adopt pursuant to this section an amendment to the
articles of incorporation without shareholder action unless the articles of
incorporation specifically state that shareholder action is required.

HISTORY: Code 1950, § 13.1-14; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1988,
c. 193; 2005, c. 765; 2006, c. 330; 2019, c. 734; 2021, Sp. Sess. I, c. 487.