                                 CODE OF VIRGINIA

RESTATED ARTICLES OF INCORPORATION (§ 13.1-889)

A. A corporation&#8217;s board of directors may restate its articles of
incorporation at any time with or without member approval.

B. The restatement may include one or more new amendments to the articles. If
the restatement includes a new amendment requiring member approval, it shall be
adopted and approved as provided in &#xA7; 13.1-886. If the restatement includes
an amendment that does not require member approval, it shall be adopted as
provided in &#xA7; 13.1-885.

C. If the board of directors submits a restatement for member approval, the
corporation shall notify each member entitled to vote of the proposed
members&#8217; meeting in accordance with &#xA7; 13.1-842. The notice shall also
state that the purpose, or one of the purposes, of the meeting is to consider
the proposed restatement and contain or be accompanied by a copy of the
restatement that identifies any new amendment it would make in the articles.

D. A corporation restating its articles of incorporation shall file with the
Commission articles of restatement setting forth:

   1. The name of the corporation immediately prior to restatement;

   2. Whether the restatement contains a new amendment to the articles;

   3. The text of the restated articles of incorporation or amended and restated
   articles of incorporation, as the case may be;

   4. Information required by subdivision L 5 of &#xA7; 13.1-804;

   5. The date of the restatement&#8217;s adoption;

   6. If the restatement does not contain a new amendment to the articles, that
   the board of directors adopted the restatement;

   7. If the restatement contains a new amendment to the articles not requiring
   member approval, the information required by subdivision A 4 of &#xA7;
   13.1-888; and

   8. If the restatement contains a new amendment to the articles requiring
   member approval, the information required by subdivision A 5 of &#xA7;
   13.1-888.

E. If the Commission finds that the articles of restatement comply with the
requirements of law and that all required fees have been paid, it shall issue a
certificate of restatement. When the certificate of restatement is effective the
restated articles of incorporation or amended and restated articles of
incorporation supersede the original articles of incorporation and all
amendments to them.

F. The Commission may certify restated articles of incorporation or amended and
restated articles of incorporation as the articles of incorporation currently in
effect.

HISTORY: 1985, c. 522; 2002, c. 607; 2007, c. 925.