Nonprofit Corporation Articles Amendment Approval and Filing in Virginia

At a glance

Current approval rules

Under § 13.1-884(A), a nonstock corporation may add or change a permitted or required article provision, or delete one that is not required, measured when the amendment becomes effective. If members vote, directors adopt the proposal, submit it to members, and recommend it unless they explain a conflict or special circumstance (§ 13.1-886(A)). Each entitled voting group then approves by more than two-thirds of votes cast; the articles may vary that threshold, but cannot set it below a majority of votes cast at a quorate meeting (§ 13.1-886(D)). Current § 13.1-887 provides a separate class vote when the articles specify one.

Where there are no voting members, current § 13.1-885(A) requires two-thirds of directors in office. Its subsection B lets the board make only listed amendments without member action, including a geographic attribution in the name. Before organization is complete, directors or, if none, incorporators may amend (§ 13.1-887.1).

Notice, filing, and effect

Notice to voting members must include the amendment text (§ 13.1-886(C)). Current § 13.1-842(A) requires amendment-meeting notice 25 to 60 days before the meeting. Unanimous written member consent is permitted; articles may authorize a lesser consent, but current § 13.1-841(D) then requires notice of the proposal at least five days before action.

The articles of amendment state the corporation's name, text and adoption date, plus the applicable director, incorporator or voting-group approval details (§ 13.1-888(A)). An authorized officer, pre-director incorporator, or fiduciary signs under § 13.1-804(F). The State Corporation Commission charges $25 (§ 13.1-816(2)(b)) and issues a certificate on a conforming filing (§ 13.1-888(B)). The certificate takes effect when issued or at a later stated time no later than 11:59 p.m. on the fifteenth day after issuance (§ 13.1-806(A)). A restatement with a substantive amendment follows the same required member or board approval and supersedes earlier articles when its certificate becomes effective (§ 13.1-889).

Enacted January 2027 changes

Effective January 1, 2027, the no-voting-member default becomes a majority of voting directors unless the articles specify the vote; board-only name changes expand (§ 13.1-885). Section 13.1-887 adds affected-class votes and class-split approval. Section 13.1-888 simplifies the adoption statement in articles of amendment. Section 13.1-842 keeps the 25 to 60 day amendment window for special meetings, while § 13.1-841 replaces the current advance notice for a partial member consent with notice after the action. The member-vote default remains more than two-thirds of votes cast (§ 13.1-886(D)).

Statutes and sources

• Va. Code § 13.1-884 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-884. (Effective until January 1, 2027) 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.”
• Va. Code § 13.1-885 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-885. (Effective until January 1, 2027) 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; or 4. To make any other change expressly permitted by this Act to be made without member action.”
• Va. Code § 13.1-886 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-886. (Effective until January 1, 2027) 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; and 3. 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.”
• Va. Code § 13.1-887 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-887. (Effective until January 1, 2027) 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.”
• Va. Code § 13.1-887.1 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-887.1. (Effective until January 1, 2027) 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.”
• Va. Code § 13.1-888 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-888. (Effective until January 1, 2027) 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; or b. 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.”
• Va. Code § 13.1-889 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-889. (Effective until January 1, 2027) 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 ; and 8. 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.”
• Va. Code § 13.1-804 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-804. (Effective until January 1, 2027) Filing requirements. F. The document shall be signed in the name of the domestic or foreign corporation: 1. By the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation; 2. If directors have not been selected or the corporation has not been formed, by an incorporator; or 3. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. G. Any annual report required to be filed by § 13.1-936 shall be signed in the name of the corporation by an officer, director, or other person authorized by the corporation to sign the annual report, or, if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. H. The person signing the document shall state beneath or opposite his signature his name and the capacity in which he signs. Any signature may be a facsimile. The document may but need not contain a corporate seal, attestation, acknowledgment, or verification. I. If, pursuant to any provision of this Act, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form. J. The document shall be delivered to the Commission for filing and shall be accompanied by the required filing fee, and any charter or entrance fee or registration fee required by this Act. ”
• Va. Code § 13.1-806 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-806. (Effective until January 1, 2027) Effective time and date of document. A. Except as otherwise provided in § 13.1-807 , a certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission and the articles state that the certificate shall become effective at a later time or date specified in the articles. In that event the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is issued by the Commission. If a delayed effective date is specified, but no time is specified, the effective time shall be 12:01 a.m. on the date specified. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter. ”
• Va. Code § 13.1-816 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-816. (Effective until January 1, 2027) Fees for filing documents or issuing certificates. The Commission shall charge and collect the following fees, except as provided in § 12.1-21.2 : 2. For filing any one of the following, the fee shall be $25: a. Articles of incorporation, domestication, or incorporation surrender. b. Articles of amendment or restatement. c. Articles of merger. d. Articles of correction. e. An application of a foreign corporation for a certificate of authority to transact business in the Commonwealth. f. An application of a foreign corporation for an amended certificate of authority to transact business in the Commonwealth. g. A copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to transact business in the Commonwealth. h. A copy of articles of merger of a foreign corporation holding a certificate of authority to transact business in the Commonwealth. i. A copy of an instrument of entity conversion of a foreign corporation holding a certificate of authority to transact business in the Commonwealth. j. An application to register or to renew the registration of a corporate name. ”
• Va. Code § 13.1-841 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-841. (Effective until January 1, 2027) Corporate action without meeting. A. 1. Corporate action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting and without prior notice if the corporate action is taken by all members entitled to vote on the corporate action, in which case no corporate action by the board of directors shall be required. 2. Notwithstanding subdivision 1 of this subsection, if so provided in the articles of incorporation of a corporation, corporate action required or permitted by this chapter to be taken at a meeting of members may be taken without a meeting and without prior notice, if the corporate action is taken by members who would be entitled to vote at a meeting of members having voting power to cast not fewer than the minimum number (or numbers, in the case of voting by voting groups) of votes that would be necessary to authorize or take the corporate action at a meeting at which all members entitled to vote thereon were present and voted. 3. The corporate action shall be evidenced by one or more written consents bearing the date of execution and describing the corporate action taken, signed by the members entitled to take such corporate action without a meeting and delivered to the secretary of the corporation for inclusion in the minutes or filing with the corporate records. Any corporate action taken by written consent shall be effective according to its terms when the requisite consents are in possession of the corporation. Corporate action taken under this section is effective as of the date specified therein, provided the consent states the date of execution by each member. B. If not otherwise determined under § 13.1-840 or 13.1-844 , the record date for determining members entitled to take corporate action without a meeting is the date the first member signs the consent under subsection A. No written consent shall be effective to take the corporate action referred to therein unless, within 120 days after the earliest date of execution appearing on a consent delivered to the corporation in the manner required by this section, written consents sufficient in number to take corporate action are received by the corporation. A written consent may be revoked by a writing to that effect received by the corporation prior to receipt by the corporation of unrevoked written consents sufficient in number to take corporate action. C. For purposes of this section, written consent may be accomplished by one or more electronic transmissions, as defined in § 13.1-803 . A consent signed under this section has the effect of a vote of voting members at a meeting and may be described as such in any document filed with the Commission under this chapter. D. If corporate action is to be taken under this section by fewer than all of the members entitled to vote on the action, the corporation shall give written notice of the proposed corporate action, not less than five days before the action is taken, to all persons who are members on the record date and who are entitled to vote on the matter. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to members in a notice of meeting at which the corporate action would have been submitted to the members for a vote. E. If this chapter requires that notice of proposed corporate action be given to nonvoting members and the corporate action is to be taken by consent of the voting members, the corporation shall give its nonvoting members written notice of the proposed action not less than five days before it is taken. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to nonvoting members in a notice of meeting at which the corporate action would have been submitted to the members for a vote. ”
• Va. Code § 13.1-842 (effective until January 1, 2027), accessed October 1, 2026: “§ 13.1-842. (Effective until January 1, 2027) Notice of meeting. A. 1. A corporation shall notify members of the date, time, and place, if any, of each annual and special members' meeting. Such notice shall be given no less than 10 nor more than 60 days before the meeting date except that notice of a members' meeting to act on an amendment of the articles of incorporation, a plan of merger, domestication, a proposed sale of assets pursuant to § 13.1-900 , or the dissolution of the corporation shall be given not less than 25 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to members entitled to vote at the meeting. 2. In lieu of delivering notice as specified in subdivision A 1, the corporation may publish such notice at least once a week for two successive calendar weeks in a newspaper published in the city or county in which the registered office is located, or having a general circulation therein, the first publication to be not more than 60 days, and the second not less than seven days before the date of the meeting. ”
• Va. Code § 13.1-885 (effective January 1, 2027), accessed October 1, 2026: “§ 13.1-885. (Effective January 1, 2027) Amendment of articles of incorporation by directors. A. Where there are no members, or no members having voting rights, an amendment shall be adopted by the board of directors as provided for in the articles of incorporation or, in the absence of such a provision, upon receiving the vote of at least a majority of the directors having voting rights. 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 change the corporate name; or 4. To make any other change expressly permitted by this chapter to be made without member action.”
• Va. Code § 13.1-886 (effective January 1, 2027), accessed October 1, 2026: “§ 13.1-886. (Effective January 1, 2027) 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 chapter, 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 recommend 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 inform the members of the basis for that determination; and 3. The members entitled to vote on the amendment shall approve the amendment as provided in subsection D. B. The board of directors may set conditions for approval of the amendment by the members or the effectiveness of the amendment. C. If member approval is to be sought at a members' meeting, the corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § 13.1-842 . The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy of the amendment. D. Unless the articles of incorporation provide otherwise, or this chapter or the board of directors, acting pursuant to subsection B, requires a greater vote, approval of the amendment requires the approval of 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. E. An amendment of the articles of incorporation may be further amended prior to the effective date of the certificate of amendment of the articles of incorporation; however, if the members are required by any provision of this chapter or the articles of incorporation to vote on the amendment of the articles of incorporation, the amendment of the articles of incorporation shall not be further amended subsequent to approval of the amendment by such members without the approval of the members.”
• Va. Code § 13.1-887 (effective January 1, 2027), accessed October 1, 2026: “§ 13.1-887. (Effective January 1, 2027) Voting on amendments by voting groups. A. Except as provided in the articles of incorporation or bylaws, if a corporation has more than one class of members with voting rights, the members of each class with voting rights are entitled to vote as a separate voting group, if member voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would: 1. Effect an exchange or reclassification of all or part of the memberships of the class into memberships of another class; 2. Effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class; 3. Change the rights, preferences, or limitations of all or part of the memberships of the class in a manner different than the amendment would affect another class; 4. Change the rights, preferences, or limitations of all or part of the memberships of the class by changing the rights, preferences, or limitations of another class; 5. Increase or decrease the number of memberships authorized for that class; 6. Increase the number of memberships authorized for another class; or 7. Authorize a new class of memberships. B. If a class of members with voting rights will be divided into two or more classes by an amendment to the articles of incorporation, the amendment shall be approved by a majority of the members of each class that will be created. C. If a proposed amendment would affect less than all of the members of a class with voting rights in one or more of the ways described in subsection A of § 13.1-887 , the members so affected are entitled to vote as a separate voting group on the proposed amendment. D. The articles of incorporation may provide that members of a class are entitled to vote as a separate voting group on any other specified amendments of the articles of incorporation.”
• Va. Code § 13.1-888 (effective January 1, 2027), accessed October 1, 2026: “§ 13.1-888. (Effective January 1, 2027) Articles of amendment. A. After an amendment of the articles of incorporation has been adopted and approved as required by this chapter, the corporation shall deliver to the Commission for filing articles of amendment that set forth: 1. The name of the corporation; 2. The text of each amendment adopted or the information required by subdivision K 5 of § 13.1-804 ; 3. The date of each amendment's adoption or approval; 4. If an amendment (i) was adopted by the incorporators or the board of directors without member approval, a statement that the amendment was duly adopted by the board of directors or by a majority of the incorporators, as the case may be, including the reason that member and, if applicable, board of directors approval was not required; (i) was approved by the members, either a statement that the amendment was adopted by unanimous consent of the members or a statement that the amendment was adopted by the board of directors, was submitted to the members in accordance with this article, and was duly approved by the members in the manner required by this chapter and by the articles of incorporation; or (iii) is being filed pursuant to subdivision K 5 of § 13.1-804 , a statement to that effect. 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.”
• Va. Code § 13.1-841 (effective January 1, 2027), accessed October 1, 2026: “§ 13.1-841. (Effective January 1, 2027) Corporate action without meeting. A. 1. Corporate action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting and without prior notice if the corporate action is taken by all members entitled to vote on the corporate action, in which case no corporate action by the board of directors shall be required. 2. Notwithstanding subdivision 1 of this subsection, if so provided in the articles of incorporation or bylaws of a corporation, corporate action required or permitted by this chapter to be taken at a meeting of members may be taken without a meeting and without prior notice, if the corporate action is taken by members who would be entitled to vote at a meeting of members having voting power to cast not fewer than the minimum number (or numbers, in the case of voting by voting groups) of votes that would be necessary to authorize or take the corporate action at a meeting at which all members entitled to vote thereon were present and voted. 3. The corporate action shall be evidenced by one or more written consents bearing the date of signature and describing the corporate action taken, signed by the members entitled to take such corporate action without a meeting and delivered to the secretary of the corporation for filing by the corporation with the minutes of the meeting or the corporate records. Any corporate action taken by written consent shall be effective according to its terms when the requisite consents are in possession of the corporation. Corporate action taken under this section is effective as of the date specified therein, provided the consent states the date of execution by each member. B. If not otherwise determined under § 13.1-840 or 13.1-844 and if prior action by the board of directors is not required respecting the action to be taken without a meeting, the record date for determining members entitled to take corporate action without a meeting is the first date on which a signed written consent is delivered to the corporation's secretary. If not otherwise fixed under § 13.1-840 or 13.1-844 and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day action by the board of directors is to be taken. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest date on which a consent delivered to the corporation's secretary as required by this section was signed, written consents signed by the members having sufficient votes to take corporate action have been delivered to the corporation's secretary. A written consent may be revoked by a writing to that effect delivered to the corporation's secretary before unrevoked written consents sufficient in number to take corporate action are delivered to the corporation. C. For purposes of this section, a written consent and the signing thereof may be accomplished by one or more electronic transmissions, as defined in § 13.1-803 . A consent signed under this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the articles of incorporation or bylaws provide for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when (i) written consents signed by the members having sufficient votes to take the action are delivered to the corporation's secretary or (ii) if an effective date is specified therein, any such date provided each consent states the date of execution by the consenting member. D. If corporate action is to be taken under this section by fewer than all of the members entitled to vote on the action, the corporation shall give the nonconsenting voting members written notice of the corporate action, not more than 10 days after written consents sufficient to take the action have been delivered to the corporation's secretary. The notice shall reasonably describe the action taken and contain or be accompanied by the same material that under this chapter would have been required to be sent to members in a notice of meeting at which the corporate action would have been submitted to the members for a vote. E. If this chapter requires that notice of proposed corporate action be given to nonvoting members and the corporate action is to be taken by consent of the voting members, the corporation shall give its nonvoting members written notice of the proposed action not more than 10 days after the written consents sufficient to take action have been delivered to the corporation's secretary. The notice shall reasonably describe the action taken and contain or be accompanied by the same material that under this chapter would have been required to be sent to nonvoting members in a notice of meeting at which the corporate action would have been submitted to the members for a vote. F. The notice requirements in subsections D and E shall not delay the effectiveness of action taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent; however, this subsection shall not be construed to limit judicial power to fashion an appropriate remedy in favor of a member adversely affected by a failure to give such notice within the required time period. ”
• Va. Code § 13.1-842 (effective January 1, 2027), accessed October 1, 2026: “§ 13.1-842. (Effective January 1, 2027) Notice of meeting. A. A corporation shall notify members of the date, time, and place, if any, of each annual and special meeting of members no less than 10 nor more than 60 days before the meeting date except that notice of a special meeting of members to act on an amendment of the articles of incorporation, a plan of merger, interest exchange, domestication, conversion, a proposed sale of assets pursuant to § 13.1-900 , or the dissolution of the corporation shall be given not less than 25 nor more than 60 days before the meeting date. If the board of directors has authorized participation for members by means of remote communication pursuant to § 13.1-844.2 , the notice to the member shall describe the means of remote communication to be used. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to members entitled to vote at the meeting as of the record date for determining members entitled to notice of the meeting. ”