reglab/housing_qa huggingface dataset:
VA Code § 13.1-880 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-880. Determination and authorization of indemnification

A. A corporation may not indemnify a director under § 13.1-876 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible because he has met the relevant standard of conduct set forth in § 13.1-876.B. The determination shall be made:1. If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;2. By special legal counsel:a. Selected in the manner prescribed in subdivision 1 of this subsection; orb. If there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or3. By the members, but membership interests under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.C. Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subdivision B 2 to select counsel.Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-881 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-881. Indemnification of officers

Unless limited by a corporation's articles of incorporation:1. An officer of the corporation is entitled to mandatory indemnification under § 13.1-877, and is entitled to apply for court-ordered indemnification under § 13.1-879.1, in each case to the same extent as a director; and2. The corporation may indemnify and advance expenses under this article to an officer of the corporation to the same extent as to a director.Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-882 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-882. Insurance

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by such person in that capacity or arising from his status as a director or officer, whether or not the corporation would have power to indemnify him against the same liability under § 13.1-876 or 13.1-877.Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-884 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-884. Authority to amend articles of incorporation

A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.B. A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, purpose, or duration of the corporation.Code 1950, § 13.1-235; 1956, c. 428; 1985, c. 522.
VA Code § 13.1-885 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-885. Amendment of articles of incorporation by directors

A. Where there are no members, or no members having voting rights, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of at least two-thirds of the directors in office. The board may adopt one or more amendments at any one meeting.B. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without member action:1. To delete the names and addresses of the initial directors;2. To delete the name of the initial registered agent or the address of the initial registered office, if a statement of change described in § 13.1-834 is on file with the Commission;3. To add, delete, or change a geographic attribution for the name; or4. To make any other change expressly permitted by this Act to be made without member action.Code 1950, § 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007, c. 925; 2015, c. 623.
VA Code § 13.1-886 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-886. Amendment of articles of incorporation by directors and members

A. Where there are members having voting rights, except where member approval of an amendment of the articles of incorporation is not required by this Act, an amendment to the articles of incorporation shall be adopted in the following manner:1. The proposed amendment shall be adopted by the board of directors;2. After adopting the proposed amendment, the board of directors shall submit the amendment to the members for their approval. The board of directors shall also transmit to the members a recommendation that the members approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination; and3. The members entitled to vote on the amendment shall approve the amendment as provided in subsection D.B. The board of directors may condition its submission of the proposed amendment on any basis.C. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § 13.1-842. The notice of meeting shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment.D. Unless this Act or the board of directors, acting pursuant to subsection B, requires a greater vote, the amendment to be adopted shall be approved by each voting group entitled to vote on the amendment by more than two-thirds of all the votes cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the amendment by each voting group entitled to vote on the amendment at a meeting at which a quorum of the voting group exists.Code 1950, § 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-887 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-887. Voting on amendments by voting groups

The articles of incorporation may provide that members of a class are entitled to vote as a separate voting group on specified amendments of the articles of incorporation.1985, c. 522.
VA Code § 13.1-887.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-887.1. Amendment prior to organization

When a corporation has not yet completed its organization, its board of directors or incorporators, in the event that there is no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.2002, c. 607; 2007, c. 925.
VA Code § 13.1-888 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-888. Articles of amendment

A. A corporation amending its articles of incorporation shall file with the Commission articles of amendment setting forth:1. The name of the corporation;2. The text of each amendment adopted or the information required by subdivision L 5 of § 13.1-804;3. The date of each amendment's adoption;4. If an amendment was adopted by the incorporators or the board of directors without member approval, a statement that the amendment was duly approved by the vote of at least two-thirds of the directors in office or by a majority of the incorporators, as the case may be, including the reason member and, if applicable, director approval was not required;5. If an amendment was approved by the members, either:a. A statement that the amendment was adopted by unanimous consent of the members; orb. A statement that the amendment was proposed by the board of directors and submitted to the members in accordance with this Act and a statement of:(1) The existence of a quorum of each voting group entitled to vote separately on the amendment; and(2) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.B. If the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.Code 1950, §§ 13-226, 13-227, 13.1-237, 13.1-238; 1956, c. 428; 1966, c. 218; 1975, c. 500; 1985, c. 522; 2002, c. 607; 2007, c. 925; 2012, c. 130.
VA Code § 13.1-889 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-889. Restated articles of incorporation

A. A corporation's board of directors may restate its articles of incorporation at any time with or without member approval.B. The restatement may include one or more new amendments to the articles. If the restatement includes a new amendment requiring member approval, it shall be adopted and approved as provided in § 13.1-886. If the restatement includes an amendment that does not require member approval, it shall be adopted as provided in § 13.1-885.C. If the board of directors submits a restatement for member approval, the corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § 13.1-842. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any new amendment it would make in the articles.D. A corporation restating its articles of incorporation shall file with the Commission articles of restatement setting forth:1. The name of the corporation immediately prior to restatement;2. Whether the restatement contains a new amendment to the articles;3. The text of the restated articles of incorporation or amended and restated articles of incorporation, as the case may be;4. Information required by subdivision L 5 of § 13.1-804;5. The date of the restatement's adoption;6. If the restatement does not contain a new amendment to the articles, that the board of directors adopted the restatement;7. If the restatement contains a new amendment to the articles not requiring member approval, the information required by subdivision A 4 of § 13.1-888; and8. If the restatement contains a new amendment to the articles requiring member approval, the information required by subdivision A 5 of § 13.1-888.E. If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement. When the certificate of restatement is effective the restated articles of incorporation or amended and restated articles of incorporation supersede the original articles of incorporation and all amendments to them.F. The Commission may certify restated articles of incorporation or amended and restated articles of incorporation as the articles of incorporation currently in effect.1985, c. 522; 2002, c. 607; 2007, c. 925.
VA Code § 13.1-891 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-891. Effect of amendment of articles of incorporation

An amendment to the articles of incorporation does not affect a cause of action existing in favor of or against the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.Code 1950, § 13.1-239; 1956, c. 428; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-892 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-892. Amendment of bylaws by board of directors or members

A corporation's board of directors may amend or repeal the corporation's bylaws except to the extent that:1. The articles of incorporation or § 13.1-893 reserves that power exclusively to the members; or2. The members in repealing, adopting, or amending a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.1985, c. 522; 2007, c. 925.
VA Code § 13.1-893 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-893. Bylaw provisions increasing quorum or voting requirements for directors

A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:1. If originally adopted by the members, only by the members, unless the bylaws otherwise provide; or2. If adopted by the board of directors, either by the members or by the board of directors.B. A bylaw adopted or amended by the members that increases a quorum or voting requirement for the board of directors may provide that it shall be amended or repealed only by a specified vote of either the members or the board of directors.C. Action by the board of directors under subsection A to amend or repeal a bylaw that changes the quorum or voting requirement applicable to meetings of the board of directors shall be effective only if it meets the quorum requirement and is adopted by the vote required to take action under the quorum and voting requirement then in effect.1985, c. 522; 2007, c. 925.
VA Code § 13.1-893.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-893.1. Definitions

As used in this article:"Merger" means a business combination pursuant to § 13.1-894."Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger."Survivor" in a merger means the domestic or foreign corporation or the eligible entity into which one or more other domestic or foreign corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.2007, c. 925; 2009, c. 216.
VA Code § 13.1-896 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-896. Articles of merger

A. After a plan of merger has been adopted and approved as required by this Act, articles of merger shall be executed on behalf of each party to the merger. The articles shall set forth:1. The plan of merger, the names of the parties to the merger, and, for each party that is a foreign corporation or eligible entity, the name of the state or country under whose law it is incorporated or formed;2. If the articles of incorporation of a domestic corporation that is the survivor of a merger are amended, or if a new domestic corporation is created as a result of a merger, as an attachment to the articles of merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation;3. The date the plan of merger was adopted by each domestic corporation that was a party to the merger;4. If the plan of merger required approval by the members of a domestic corporation that was a party to the merger, either:a. A statement that the plan was approved by the unanimous consent of the members; orb. A statement that the plan was submitted to the members by the board of directors in accordance with this Act, and a statement of:(1) The designation of and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.5. If the plan of merger was adopted by the directors without approval by the members of a domestic corporation that was a party to the merger, a statement that the plan of merger was duly approved by the vote of a majority of the directors in office, including the reason member approval was not required; and6. As to each foreign corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.B. Articles of merger shall be filed with the Commission by the survivor of the merger. If the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.Code 1950, §§ 13.1-243, 13.1-244; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2000, c. 53; 2003, c. 597; 2007, c. 925; 2009, c. 216.
VA Code § 13.1-897 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-897. Effect of merger

A. When a merger becomes effective:1. The domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence as the case may be;2. The separate existence of every domestic or foreign corporation or eligible entity that is merged into the survivor ceases;3. Property owned by and, except to the extent that assignment would violate a contractual prohibition on assignment by operation of law, every contract right possessed by each domestic or foreign corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;4. All liabilities of each domestic or foreign corporation or eligible entity that is merged into the survivor are vested in the survivor;5. The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;6. The articles of incorporation or organic document of the survivor is amended to the extent provided in the plan of merger;7. The articles of incorporation or organic document of a survivor that is created by the merger becomes effective; and8. The membership interests of each domestic or foreign corporation that is a party to the merger and the eligible interests in an eligible entity that is a party to the merger that are to be converted under the plan of merger into membership interests, eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash, other property, or any combination of the foregoing, are converted, and the former holders of such membership interests or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under the organic law of the eligible entity.B. Upon a merger's becoming effective, a foreign corporation or a foreign eligible entity that is the survivor of the merger is deemed to appoint the clerk of the Commission as its agent for service of process in a proceeding to enforce the rights of members of each domestic corporation that is a party to the merger.C. No corporation that is required by law to be a domestic corporation may, by merger, cease to be a domestic corporation, but every such corporation, even though a corporation of some other state, the United States, or another country, shall also be a domestic corporation of the Commonwealth.Code 1950, § 13.1-245; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-897.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-897.1. Abandonment of a merger

A. Unless otherwise provided in the plan of merger or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been adopted and approved as required by this article, and at any time before the certificate of merger has become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its members in accordance with any procedures set forth in the plan of merger or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the plan of merger.B. If a merger is abandoned after the articles of merger have been filed with the Commission but before the certificate of merger has become effective, in order for the certificate of merger to be abandoned, all parties to the plan of merger shall sign a statement of abandonment and deliver it to the Commission for filing prior to the effective time and date of the certificate of merger. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the time and date the statement of abandonment was received by the Commission, and the merger shall be deemed abandoned and shall not become effective.C. The statement of abandonment shall contain:1. The name of each domestic and foreign corporation and eligible entity that is a party to the merger and its jurisdiction of formation and entity type;2. When the survivor will be a domestic corporation or domestic stock corporation created by the merger, the name of the survivor set forth in the articles of merger;3. The date on which the articles of merger were filed with the Commission;4. The date and time on which the Commission's certificate of merger becomes effective; and5. A statement that the merger is being abandoned in accordance with this section.2007, c. 925; 2021, Sp. Sess. I, c. 487.