                                 CODE OF VIRGINIA

BYLAW PROVISIONS INCREASING QUORUM OR VOTING REQUIREMENTS FOR THE BOARD OF
DIRECTORS (§ 13.1-715)

A. A bylaw that increases a quorum or voting requirement for the board of
directors may be amended or repealed:

   1. If originally adopted by the shareholders, only by the shareholders, unless
   the bylaw otherwise provides; or

   2. If adopted by the board of directors, either by the shareholders or by the
   board of directors.

B. A bylaw adopted or amended by the shareholders that increases a quorum or
voting requirement for the board of directors may provide that it may be amended
or repealed only by a specified vote of either the shareholders or the board of
directors.

C. Action by the board of directors under subsection A to amend or repeal a
bylaw that changes the quorum or voting requirement for the board of directors
must meet the same quorum requirement and be adopted by the same vote required
to take action under the quorum and voting requirement then in effect.

HISTORY: 1985, c. 522; 2005, c. 765; 2019, c. 734.