                                 CODE OF VIRGINIA

ARTICLES OF AMENDMENT (§ 13.1-888)

A. A corporation amending its articles of incorporation shall file with the
Commission articles of amendment setting forth:

   1. The name of the corporation;

   2. The text of each amendment adopted or the information required by
   subdivision L 5 of &#xA7; 13.1-804;

   3. The date of each amendment&#8217;s adoption;

   4. If an amendment was adopted by the incorporators or the board of directors
   without member approval, a statement that the amendment was duly approved by
   the vote of at least two-thirds of the directors in office or by a majority of
   the incorporators, as the case may be, including the reason member and, if
   applicable, director approval was not required;

   5. If an amendment was approved by the members, either:
   				a. A statement that the amendment was adopted by unanimous consent of the
   members; or
   				b. A statement that the amendment was proposed by the board of directors
   and submitted to the members in accordance with this Act and a statement of:

      1. The existence of a quorum of each voting group entitled to vote
      separately on the amendment; and

      2. Either the total number of votes cast for and against the amendment by
      each voting group entitled to vote separately on the amendment or the total
      number of undisputed votes cast for the amendment by each voting group and a
      statement that the number cast for the amendment by each voting group was
      sufficient for approval by that voting group.

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.

HISTORY: Code 1950, §§ 13-226, 13-227, 13.1-237, 13.1-238; 1956, c. 428; 1966,
c. 218; 1975, c. 500; 1985, c. 522; 2002, c. 607; 2007, c. 925; 2012, c. 130.