CODE OF VIRGINIA

AMENDMENT OF ARTICLES OF INCORPORATION BY DIRECTORS (§ 13.1-885)

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; or

   4.  To make any other change expressly permitted by this Act to be made
   without member action.

HISTORY: Code 1950, § 13.1-236; 1956, c. 428; 1964, c. 580; 1985, c. 522; 2007,
c. 925; 2015, c. 623.