                                 CODE OF VIRGINIA

ACTION ON PLAN OF ENTITY CONVERSION (§ 13.1-944.4)

A. Where the corporation has no members, or no members having voting rights, the
plan shall be adopted upon receiving the vote of at least two-thirds of the
directors in office.

B. Where there are members of the corporation having voting rights:

   1. The plan of entity conversion shall be adopted by the board of directors;

   2. After adopting the plan of entity conversion, the board of directors shall
   submit the plan to the members for their approval. The board of directors
   shall also transmit to the members a recommendation that the members approve
   the plan, unless the board of directors determines that because of conflicts
   of interest or other special circumstances it should not make such a
   recommendation, in which case the board of directors shall transmit to the
   members the basis for that determination; and

   3. The voting members shall approve the plan as provided in subdivision C 3.

C. When a plan of entity conversion is to be approved by the members in
accordance with subsection B:

   1. The board of directors may condition its submission of the plan of entity
   conversion to the members on any basis;

   2. The corporation shall notify each member, whether or not entitled to vote,
   of the proposed members&#8217; meeting in accordance with &#xA7; 13.1-842 at
   which the plan of entity conversion is to be submitted for approval. The
   notice shall also state that the purpose, or one of the purposes, of the
   meeting is to consider the plan and shall contain or be accompanied by a copy
   of the plan; and

   3. Unless this chapter or the board of directors, acting pursuant to
   subdivision 1, requires a greater vote, the plan of entity conversion shall be
   approved by each voting group entitled to vote on the plan by more than
   two-thirds of all the votes entitled to be cast by that voting group. The
   articles of incorporation may provide for a greater or lesser vote than that
   provided for in this subsection or a vote by separate voting groups so long as
   the vote provided for is not less than a majority of all the votes cast on the
   plan by each voting group entitled to vote on the plan at a meeting at which a
   quorum of the voting group exists.

HISTORY: 2012, c. 706.