13.1-624 - Bylaws. - Virginia Statutes

§ 13.1-624. Bylaws.

A. The incorporators or board of directors of a corporation shall adoptinitial bylaws for the corporation.

B. The bylaws of a corporation may contain any provision that is notinconsistent with law or the articles of incorporation.

C. The bylaws may contain one or both of the following provisions:

1. A requirement that if the corporation solicits proxies or consents withrespect to an election of directors, the corporation include in its proxystatement and any form of its proxy or consent, to the extent and subject tosuch procedures or conditions as are provided in the bylaws, one or moreindividuals nominated by a shareholder in addition to individuals nominatedby the board of directors; and

2. A requirement that the corporation reimburse the expenses incurred by ashareholder in soliciting proxies or consents in connection with an electionof directors, to the extent and subject to such procedures or conditions asare provided in the bylaws, provided that no bylaw so adopted shall apply toelections for which any record date precedes its adoption.

D. Notwithstanding subdivision B 2 of § 13.1-714, the shareholders inamending, repealing, or adopting a bylaw described in subsection C may notlimit the authority of the board of directors to amend or repeal anycondition or procedure set forth in, or to add any procedure or condition to,such a bylaw in order to provide for a reasonable, practicable, and orderlyprocess.

(Code 1950, §§ 13-10, 13.1-24; 1956, c. 428; 1985, c. 522; 2010, c. 782.)