Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Virginia

At a glance

Requirements one by one

Initial bylaws and organizational action

Virginia’s Nonstock Corporation Act is § 13.1-801. Section 13.1-823 requires either the incorporators or directors to adopt initial bylaws. Under § 13.1-822, named initial directors hold an organizational meeting after incorporation, called by a majority of them, to adopt bylaws and appoint officers. If the articles name no initial directors, the incorporators meet to elect directors. The incorporators may take their organizational action by written consent signed by each incorporator; the current text does not extend that organizational consent route to named initial directors.

Contents and ordinary amendment

Section 13.1-823 permits bylaw provisions consistent with law and the articles. Section 13.1-892 gives the board amendment and repeal power, except where the articles or § 13.1-893 reserve it to members, or members expressly bar board amendment, repeal, or reinstatement of a bylaw they adopt, amend, or repeal. At a board meeting, § 13.1-868 generally requires a majority-of-board quorum and a majority of directors present to approve action, subject to permitted articles or bylaw variations. Section 13.1-865 also permits all directors to sign a written consent, unless the articles or bylaws require a meeting; the articles may authorize a narrower written-consent route with notice and no director objection.

Members and protected clauses

Voting entitlement is conferred by the articles or, if the articles allow, the bylaws (§ 13.1-846). For a member action at a meeting, § 13.1-849 supplies a one-tenth-of-votes quorum absent a bylaw rule and requires a majority of votes entitled to be cast by members present or represented by proxy, unless the Act or articles require more. A separate voting group must have its own quorum. Section 13.1-841 permits unanimous member written consent; fewer members may consent only if the articles authorize it, with the section’s advance notice conditions.

Section 13.1-893 specially protects a higher board quorum or voting rule. If members originally adopted it, only members may change it unless the bylaws say otherwise. If the board adopted it, members or directors may change it, but a board change must satisfy the then-current quorum and vote. Section 13.1-842 generally requires notice of a member meeting 10 to 60 days beforehand and a statement of purpose for a special meeting.

Emergency bylaws

Under § 13.1-824, the board may adopt temporary emergency bylaws unless the articles say otherwise. Members may amend or repeal them. They apply when a catastrophic event prevents a board quorum from being readily assembled and cease to operate when the emergency ends.

Records and inspection

Section 13.1-932 requires a copy of current bylaws and amendments. Section 13.1-933 allows a member to inspect and copy those records at the principal office during regular business hours after written notice at least five business days in advance. Its separate six-month-membership and proper-purpose conditions govern other records listed in subsection B, not the current bylaws in subsection A.

What trips people up

The current organizational-consent rule in § 13.1-822 applies to incorporators; a separate general board-consent rule in § 13.1-865 governs later board action. Beginning January 1, 2027, revised § 13.1-822 expressly lets named initial directors use written organizational consent. Revised § 13.1-892 expressly states that voting members may amend or repeal bylaws. Revised § 13.1-823 expands permitted bylaw content, while revised § 13.1-824 broadens the emergency definition. Revised § 13.1-933 changes the advance notice for bylaw inspection to 10 business days. These future rules are not yet effective.

Common questions

Can the board undo a bylaw that members protected? Not if the members expressly barred board amendment, repeal, or reinstatement under § 13.1-892. A member-adopted higher board quorum or voting rule also receives the specific protection in § 13.1-893.

Does every member have to approve an amendment? A member vote at a meeting follows § 13.1-849 and the corporation’s articles and bylaws; unanimous approval is the default for member written consent under § 13.1-841, unless the articles authorize the narrower consent route.

May a member inspect the current bylaws? Yes. Section 13.1-933(A) grants access to the § 13.1-932(E) records, including current bylaws, on five business days’ written notice.

Statutes and sources

• Va. Code § 13.1-801 — “Short title. This chapter shall be known as the Virginia Nonstock Corporation Act or the "Act."” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-822 (effective until January 1, 2027) — “(Effective until January 1, 2027) Organization of corporation. A. After incorporation: 1. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by adopting bylaws, appointing officers, and carrying on any other business brought before the meeting or 2. If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: a. To elect a board of directors and complete the organization of the corporation; or b. To elect directors who shall complete the organization of the corporation. B. Action required or permitted by this Act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. C. An organizational meeting may be held in or out of the Commonwealth.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-823 (effective until January 1, 2027) — “(Effective until January 1, 2027) Bylaws. A. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-824 (effective until January 1, 2027) — “(Effective until January 1, 2027) Emergency bylaws. A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including: 1. Procedures for calling a meeting of the board of directors; 2. Quorum requirements for the meeting; and 3. Designation of additional or substitute directors. B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. C. Corporate action taken in good faith in accordance with the emergency bylaws: 1. Binds the corporation; and 2. May not be used to impose liability on a corporate director, officer, employee or agent. D. An emergency exists for purposes of this section if a quorum of the corporation's board of directors cannot readily be assembled because of some catastrophic event.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-841 (effective until January 1, 2027) — “(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. F. Any person, whether or not then a member, may provide that a consent in writing as a member shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this section at the future time so specified for the consent to be effective, provided that (i) the person is a member at such future time and (ii) the person did not revoke the consent prior to such future time.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-842 (effective until January 1, 2027) — “(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. B. Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not state the purpose or purposes for which the meeting is called. C. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-846 (effective until January 1, 2027) — “(Effective until January 1, 2027) Voting entitlement of members. A. Members shall not be entitled to vote except as the right to vote shall be conferred by the articles of incorporation or if the articles of incorporation so provide, in the bylaws.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-849 (effective until January 1, 2027) — “(Effective until January 1, 2027) Quorum and voting requirements for voting groups. A. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this Act or the articles of incorporation. Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-865 (effective until January 1, 2027) — “(Effective until January 1, 2027) Action without meeting of board of directors. A. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. However, if expressly authorized in the articles of incorporation, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting by fewer than all of the directors, but not less than the greater of (i) a majority of the directors in office or (ii) a quorum of the directors as required by the articles of incorporation or bylaws, if the requisite number of directors sign a consent describing the action to be taken and deliver it to the corporation, except such action shall not be permitted to be taken without a meeting if any director objects to the taking of such proposed action. To be effective, such objection shall have been delivered to the corporation no later than ten business days after notice of the proposed action is given. The corporation shall promptly notify each director of any such objection. Any actions taken without a meeting shall comply with any voting requirements established in the articles of incorporation or bylaws. If corporate action is to be taken under this subsection by fewer than all of the directors, the corporation shall give written notice of the proposed corporate action, not less than 10 business days before the action is taken, or such longer period as may be required by the articles of incorporation or bylaws, to all directors. The notice shall contain or be accompanied by a description of the action to be taken. Notwithstanding any provision of this subsection, corporate action may not be taken by fewer than all of the directors without a meeting if the action also requires adoption by or approval of the members.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-868 (effective until January 1, 2027) — “(Effective until January 1, 2027) Quorum and voting by directors. A. Unless the articles of incorporation or bylaws require a greater or lesser number for the transaction of all business or any particular business, or unless otherwise specifically provided in this Act, a quorum of a board of directors consists of: 1. A majority of the fixed number of directors if the corporation has a fixed board size; or 2. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board. B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection A. C. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-892 (effective until January 1, 2027) — “(Effective until January 1, 2027) 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; or 2. The members in repealing, adopting, or amending a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-893 (effective until January 1, 2027) — “(Effective until January 1, 2027) 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; or 2. 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.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-932 (effective until January 1, 2027) — “(Effective until January 1, 2027) Corporate records. A. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. B. A corporation shall maintain appropriate accounting records. C. A corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, if any. D. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. E. A corporation shall keep a copy of the following records: 1. Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to members referred to in subdivision L 5 of § 13.1-804 regarding facts on which a filed document is dependent; 2. Its bylaws or restated bylaws and all amendments to them currently in effect;” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-933 (effective until January 1, 2027) — “(Effective until January 1, 2027) Inspection of records by members. A. Subject to subsection C of § 13.1-934 , a member of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection E of § 13.1-932 if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy. B. A member of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection C and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy: 1. Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection A; 2. Accounting records of the corporation; and 3. The record of members. C. A member may inspect and copy the records identified in subsection B only if: 1. He has been a member of record for at least six months immediately preceding his demand; 2. His demand is made in good faith and for a proper purpose; 3. He describes with reasonable particularity his purpose and the records that he desires to inspect; and 4. The records are directly connected with his purpose. D. The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws. E. This section does not affect: 1. The right of a member to inspect records if the member is in litigation with the corporation, to the same extent as any other litigant; or 2. The power of a court, independently of this Act, to compel the production of corporate records for examination.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-822 (effective January 1, 2027) — “(Effective January 1, 2027) Organization of corporation. A. After incorporation: 1. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by adopting bylaws, appointing officers, and carrying on any other business brought before the meeting or 2. If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: a. To elect a board of directors and complete the organization of the corporation; or b. To elect a board of directors who shall complete the organization of the corporation. B. Action required or permitted by this chapter to be taken by incorporators or the initial directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or initial director.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-823 (effective January 1, 2027) — “(Effective January 1, 2027) Bylaws. A. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any provision that is not in conflict with law or, unless the articles of incorporation provide otherwise, the articles of incorporation. C. If the corporation is to have one or more classes of members, the bylaws may contain any provision designating the classes of members, stating the rights and qualification of the members of each class and conferring, limiting, or denying the right to vote.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-824 (effective January 1, 2027) — “D. An emergency exists for purposes of this section and § 13.1-827 if there is a catastrophic event, including an attack on the United States or in any locality in which the corporation conducts its business or ordinarily holds meetings of the board of directors or members, an epidemic or pandemic, or a declaration of a national emergency by the United States government or an emergency by the locality in which the corporation's principal office is located, that affects the corporation and regardless of whether a quorum of the board of directors or a committee can be readily convened for action.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-892 (effective January 1, 2027) — “(Effective January 1, 2027) Amendment of bylaws by board of directors or members. A. If a corporation has members with the right to vote, the members may amend or repeal the corporation's bylaws. B. 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; or 2. The members in repealing, adopting, or amending a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.” Official statute; accessed 2026-09-30.
• Va. Code § 13.1-933 (effective January 1, 2027) — “(Effective January 1, 2027) Inspection of records by members. A. Subject to subsection D of § 13.1-934 , a member of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection E of § 13.1-932 if the member delivers a signed written notice to the corporation's secretary of his demand at least 10 business days before the date on which he wishes to inspect and copy.” Official statute; accessed 2026-09-30.