13.1-706 - Amendment of articles of incorporation by directors. - Virginia Statutes

§ 13.1-706. Amendment of articles of incorporation by directors.

Unless the articles of incorporation provide otherwise, a corporation's boardof directors may adopt one or more amendments to the corporation's articlesof incorporation without shareholder 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. If the corporation has only one class of shares outstanding:

a. To change each issued and unissued authorized share of the class into agreater number of whole shares of that class; or

b. To increase the number of authorized shares of the class to the extentnecessary to permit the issuance of shares as a share dividend;

4. To eliminate or change the par value of the shares of any class or series;

5. To change the corporate name by substituting the word "corporation,""incorporated," "company," or "limited," or the abbreviation "corp.,""inc.," "co." or "ltd.," or a similar word or abbreviation in the name,or by adding, deleting, or changing a geographic attribution for the name;

6. To make any other change expressly permitted by this chapter to be madewithout shareholder action; or

7. If the corporation is registered as an open-end management investmentcompany under the Investment Company Act of 1940, to increase or decrease theaggregate number of shares or classes of shares or series of shares withinany class that the corporation is authorized to issue.

(1985, c. 522; 1989, c. 483; 1990, c. 292; 2005, c. 765; 2006, c. 330.)