A. An agreement among the members or the directors of a corporation that complies with this section is effective among the members or directors and the corporation, even though it is inconsistent with one or more other provisions of this chapter in that it:
1. Eliminates the board of directors or, subject to the requirements of subsection A of § 13.1-872, one or more officers, or restricts the discretion or powers of the board of directors or any one or more officers;
2. Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;
3. Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the members and directors or by or among any of them, including use of weighted voting rights or director proxies;
4. Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any member, director, officer or employee of the corporation, or among any of them;
5. Transfers to one or more members, directors or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or members;
6. Requires dissolution of the corporation at the request of one or more of the members, or directors, in the case of a corporation that has no members or in which the members have no voting rights, or upon the occurrence of a specified event or contingency; or
7. Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the members, the directors and the corporation, or among any of them, and is not contrary to public policy.
B. An agreement authorized by this section shall be:
1. a. Set forth in the articles of incorporation or bylaws and approved by all persons who are members or, if there are no members or the corporation's members do not have voting rights, by all persons who are directors at the time of the agreement; or
b. Set forth in a written agreement that is signed by all persons who are members or, if there are no members or the corporation's members do not have voting rights, by all persons who are directors at the time of the agreement;
2. Subject to amendment only by all persons who are members or, if the corporation's members do not have voting rights, by all persons who are directors at the time of the amendment, unless the agreement provides otherwise; and
3. Valid for an unlimited duration, if the agreement is set forth in the articles of incorporation or bylaws, unless the agreement shall be otherwise amended by the members or the directors, as the case may be; or if the agreement is set forth in a written agreement, as set forth in the agreement except that the duration of an agreement that became effective prior to July 1, 2015, remains 10 years unless the agreement provided otherwise or is subsequently amended to provide otherwise.
C. The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate evidencing membership, if any. The failure to note the existence of the agreement on the certificate shall not affect the validity of the agreement or any action taken pursuant to it.
D. An agreement authorized by this section shall cease to be effective when the corporation has more than 300 members of record. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without member action, to delete the agreement and any references to it.
E. An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.
F. The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any member for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in a failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.
G. Incorporators or subscribers for membership interests may act as members or directors with respect to an agreement authorized by this section if no members have been elected or appointed or, in the case of a corporation that has no members, no directors are elected or holding office when the agreement was made.
H. No action taken pursuant to this section shall change any requirement to file articles or other documents with the Commission or affect the rights of any creditors or other third parties.
I. An agreement among the members or the directors of a corporation that is consistent with the other provisions of this chapter that does not comply with the provisions of this section shall nonetheless be effective among the members, the directors, and the corporation.
1991, c. 132; 1997, c. 217; 2007, c. 925; 2015, c. 611.
Structure Code of Virginia
Chapter 10 - Virginia Nonstock Corporation Act
§ 13.1-802. Reservation of power to amend or repeal
§ 13.1-804. Filing requirements
§ 13.1-804.1. Filing with the Commission pursuant to reorganization
§ 13.1-805. Issuance of certificate by Commission; recordation of documents
§ 13.1-806. Effective time and date of document
§ 13.1-807. Correcting filed articles
§ 13.1-808. Evidentiary effect of copy of filed document
§ 13.1-809. Certificate of good standing
§ 13.1-810. Notices and other communications
§ 13.1-810.1. Number of members
§ 13.1-811. Penalty for signing false documents
§ 13.1-812. Unlawful to transact or offer to transact business as a corporation unless authorized
§ 13.1-813. Hearing and finality of Commission action; injunctions
§ 13.1-814. Shares of stock and dividends prohibited
§ 13.1-814.1. Special provisions for community associations
§ 13.1-815.1. Charter and entrance fees for corporations
§ 13.1-816. Fees for filing documents or issuing certificates
§ 13.1-819. Articles of incorporation
§ 13.1-820. Issuance of certificate of incorporation
§ 13.1-821. Liability for preincorporation transactions
§ 13.1-822. Organization of corporation
§ 13.1-833. Registered office and registered agent
§ 13.1-834. Change of registered office or registered agent
§ 13.1-835. Resignation of registered agent
§ 13.1-836. Service on corporation
§ 13.1-840. Court-ordered meeting
§ 13.1-841. Corporate action without meeting
§ 13.1-844.1. Conduct of the meeting
§ 13.1-844.2. Remote participation in annual and special meetings
§ 13.1-845. Members' list for meeting
§ 13.1-846. Voting entitlement of members
§ 13.1-847.1. Voting procedures and inspectors of elections
§ 13.1-848. Corporation's acceptance of votes
§ 13.1-849. Quorum and voting requirements for voting groups
§ 13.1-850. Action by single and multiple voting groups
§ 13.1-851. Change in quorum or voting requirements
§ 13.1-852. Voting for directors; cumulative voting
§ 13.1-852.1. Member or director agreements
§ 13.1-852.2. Voting agreements
§ 13.1-853. Requirement for and duties of board of directors
§ 13.1-854. Qualification of directors
§ 13.1-855. Number and election of directors
§ 13.1-856. Election of directors by certain classes of members
§ 13.1-857. Terms of directors generally
§ 13.1-858. Staggered terms of directors
§ 13.1-859. Resignation of directors
§ 13.1-860. Removal of directors
§ 13.1-861. Judicial review of elections
§ 13.1-862. Vacancy on board of directors
§ 13.1-863. Compensation of directors
§ 13.1-864. Meetings of the board of directors
§ 13.1-865. Action without meeting of board of directors
§ 13.1-866. Notice of board of directors' meetings
§ 13.1-867. Waiver of notice by director
§ 13.1-868. Quorum and voting by directors
§ 13.1-870. General standards of conduct for directors
§ 13.1-870.1. Limitation on liability of officers and directors; exception
§ 13.1-870.2. Limitation on liability of officers and directors; additional exception
§ 13.1-871. Director conflict of interests
§ 13.1-871.1. Business opportunities
§ 13.1-873. Duties of officers
§ 13.1-874. Resignation and removal of officers
§ 13.1-876. Authority to indemnify
§ 13.1-877. Mandatory indemnification
§ 13.1-878. Advance for expenses
§ 13.1-879.1. Court orders for advances, reimbursement or indemnification
§ 13.1-880. Determination and authorization of indemnification
§ 13.1-881. Indemnification of officers
§ 13.1-883. Application of article
§ 13.1-884. Authority to amend articles of incorporation
§ 13.1-885. Amendment of articles of incorporation by directors
§ 13.1-886. Amendment of articles of incorporation by directors and members
§ 13.1-887. Voting on amendments by voting groups
§ 13.1-887.1. Amendment prior to organization
§ 13.1-888. Articles of amendment
§ 13.1-889. Restated articles of incorporation
§ 13.1-891. Effect of amendment of articles of incorporation
§ 13.1-892. Amendment of bylaws by board of directors or members
§ 13.1-893. Bylaw provisions increasing quorum or voting requirements for directors
§ 13.1-895. Action on plan of merger
§ 13.1-896. Articles of merger
§ 13.1-897.1. Abandonment of a merger
§ 13.1-898.3. Action on plan of domestication by a domestic corporation
§ 13.1-898.4. Articles of domestication
§ 13.1-898.5. Surrender of articles of incorporation upon domestication
§ 13.1-898.6. Effect of domestication
§ 13.1-898.7. Abandonment of domestication
§ 13.1-899. Sale of assets in regular course of business
§ 13.1-900. Sale of assets other than in regular course of business
§ 13.1-901. Sale of certain real property by incorporated educational institutions
§ 13.1-902. Dissolution by directors and members
§ 13.1-903. Dissolution by directors
§ 13.1-904. Articles of dissolution
§ 13.1-905. Revocation of dissolution
§ 13.1-906. Effect of dissolution
§ 13.1-907. Distribution and plan of distribution of assets
§ 13.1-908. Known claims against dissolved corporation
§ 13.1-908.1. Other claims against dissolved corporation
§ 13.1-908.2. Court proceedings
§ 13.1-909. Grounds for judicial dissolution
§ 13.1-910. Receivership or custodianship
§ 13.1-911. Decree of dissolution
§ 13.1-912. Articles of termination of corporate existence
§ 13.1-913. Termination of corporate existence by incorporators or initial directors
§ 13.1-914. Automatic termination of corporate existence
§ 13.1-915. Involuntary termination of corporate existence
§ 13.1-916. Reinstatement of a corporation that has ceased to exist
§ 13.1-917. Survival of remedy after termination of corporate existence
§ 13.1-919. Authority to transact business required
§ 13.1-920. Consequences of transacting business without authority
§ 13.1-921. Application for certificate of authority
§ 13.1-922. Amended certificate of authority
§ 13.1-923. Effect of certificate of authority
§ 13.1-924. Corporate name of foreign corporation
§ 13.1-925. Registered office and registered agent of foreign corporation
§ 13.1-926. Change of registered office or registered agent of a foreign corporation
§ 13.1-927. Resignation of registered agent of foreign corporation
§ 13.1-928. Service of process on foreign corporation
§ 13.1-928.1. Merger of foreign corporation authorized to transact business in Commonwealth
§ 13.1-929. Withdrawal of foreign corporation
§ 13.1-930. Automatic revocation of certificate of authority
§ 13.1-931. Involuntary revocation of certificate of authority
§ 13.1-933. Inspection of records by members
§ 13.1-934. Scope of inspection right
§ 13.1-935. Court-ordered inspection
§ 13.1-935.1. Inspection of records by directors
§ 13.1-936. Annual report of domestic and foreign corporations
§ 13.1-936.2. Collection of unpaid bills for registration fees
§ 13.1-937. Application to existing corporations
§ 13.1-944.2. Entity conversion
§ 13.1-944.3. Plan of entity conversion
§ 13.1-944.4. Action on plan of entity conversion
§ 13.1-944.5. Articles of entity conversion
§ 13.1-944.6. Effect of entity conversion
§ 13.1-944.7. Abandonment of entity conversion