13.1-639 - Terms of class or series determined by board of directors. - Virginia Statutes

§ 13.1-639. Terms of class or series determined by board of directors.

A. If the articles of incorporation so provide, the board of directors,without shareholder action, may, by adoption of an amendment of the articlesof incorporation:

1. Classify any unissued shares into one or more classes or into one or moreseries within one or more classes;

2. Reclassify any unissued shares of any class into one or more classes orinto one or more series within one or more classes; or

3. Reclassify any unissued shares of any series of any class into one or moreclasses or into one or more series within one or more classes.

B. If the board of directors acts pursuant to subsection A, it shalldetermine the terms, including the preferences, rights and limitations, tothe same extent permitted under § 13.1-638, of:

1. Any class of shares before the issuance of any shares of that class, or

2. Any series within a class before the issuance of any shares of that series.

C. Unless the articles of incorporation otherwise provide, the board ofdirectors, without shareholder action, may, by adoption of an amendment ofthe articles of incorporation, delete from the articles of incorporation anyprovisions originally adopted by the board of directors without shareholderaction fixing the preferences, limitations and rights of any class of sharesor series within a class, provided there are no shares of such class orseries then outstanding.

D. Unless the articles of incorporation otherwise provide, the board ofdirectors of a corporation that is registered as an open-end managementinvestment company under the Investment Company Act of 1940, withoutshareholder action, may, by adoption of an amendment of the articles ofincorporation:

1. Classify any unissued shares into one or more classes or into one or moreseries within one or more classes; or

2. Reclassify any unissued shares of any class into one or more classes orinto one or more series within one or more classes; or

3. Reclassify any unissued shares of any series of any class into one or moreclasses or into one or more series within one or more classes.

E. When the board of directors has adopted an amendment of the articles ofincorporation pursuant to subsection A, C or D, the corporation shall filewith the Commission articles of amendment that set forth:

1. The name of the corporation;

2. The text of the amendment, including any determination made pursuant tosubsection B;

3. The date it was adopted; and

4. A statement that the amendment was duly adopted by the board of directors.

If the Commission finds that the articles comply with the requirements of lawand that all required fees have been paid, it shall issue a certificate ofamendment. Shares of any class or series that are the subject of the articlesof amendment shall not be issued until the certificate of amendment iseffective.

(Code 1950, § 13.1-14; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1988, c.193; 2005, c. 765; 2006, c. 330.)