13.1-715 - Bylaw provisions increasing quorum or voting requirements for directors. - Virginia Statutes

§ 13.1-715. Bylaw provisions increasing quorum or voting requirements fordirectors.

A. A bylaw that increases a quorum or voting requirement for the board ofdirectors may be amended or repealed:

1. If originally adopted by the shareholders, only by the shareholders,unless the bylaw otherwise provides; or

2. If adopted by the board of directors, either by the shareholders or by theboard of directors.

B. A bylaw adopted or amended by the shareholders that increases a quorum orvoting requirement for the board of directors may provide that it shall beamended or repealed only by a specified vote of either the shareholders orthe board of directors.

C. Action by the board of directors under subsection A to amend or repeal abylaw that changes the quorum or voting requirement applicable to meetings ofthe board of directors must meet the quorum requirement and be adopted by thevote required to take action under the quorum and voting requirement then ineffect.

(1985, c. 522; 2005, c. 765.)