13.1-885 - Amendment of articles of incorporation by directors. - Virginia Statutes

§ 13.1-885. Amendment of articles of incorporation by directors.

A. Where there are no members, or no members having voting rights, anamendment shall be adopted at a meeting of the board of directors uponreceiving the vote of at least two-thirds of the directors in office. Theboard may adopt one or more amendments at any one meeting.

B. Unless the articles of incorporation provide otherwise, a corporation'sboard of directors may adopt one or more amendments to the corporation'sarticles of incorporation without member action:

1. To delete the names and addresses of the initial directors;

2. To delete the name and address of the initial registered agent orregistered office, if a statement of change is on file with the Commission;

3. To add, delete, or change a geographic attribution for the name; or

4. To make any other change expressly permitted by this Act to be madewithout member action.

(Code 1950, § 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007, c.925.)