78975613.1-902Virginia Decodedhttps://vacode.org2016CorporationsVirginia Nonstock Corporation ActDissolutionDissolution by directors and membersCode 1950, § 13.1-248; 1956, c. 428; 1985, c. 522; 2007, c. 925.For a proposal to dissolve to be adopted:sectionBB1 The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members; andsectionB1B12 The members entitled to vote shall approve the proposal to dissolve as provided in subsection E.sectionB2B22The board of directors may condition its submission of the proposal for dissolution on any basis.sectionCC1Unless the board of directors, acting pursuant to subsection C, requires a greater vote, dissolution to be authorized shall have been approved by more than two-thirds of all the votes cast on the proposal to dissolve at a meeting at which a quorum exists. 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 by each voting group entitled to vote on the proposed dissolution at a meeting at which a quorum of the voting group exists.sectionEE1http://law.lis.virginia.gov/vacode/13.1-902/13.1-842Notice of meeting/13.1-842//13.1-902/13.1/10/13/13.1-90213.1-90013.1-90413.1-90756-231.2156-5036.2-1345