The Virginia Nonstock Corporation Act, which governs nonprofit organizations in Virginia, outlines specific requirements for the amendment of articles of incorporation. Section 13.1-822 of the Code of Virginia addresses this process. For a corporation that has not yet commenced its business or issued shares, amendments can be adopted by a majority vote of the incorporators. However, once business has commenced or shares have been issued, amendments require a resolution approved by the board of directors and then submitted to the members for approval. The articles typically specify the required voting threshold for member approval, but if not, the Act generally defaults to a majority of all votes entitled to be cast by the members. The key distinction here is whether the corporation has commenced business or issued shares, which dictates the procedural pathway for amendment. If the corporation has not yet commenced business, the incorporators hold the authority. If it has, the process involves both the board and the members, with specific voting requirements to be met. The question tests the understanding of this procedural bifurcation based on the corporation’s operational status.

The Virginia Nonstock Corporation Act, specifically referencing provisions related to mergers and consolidations, dictates the procedural requirements for combining nonprofit entities. For a merger to be effective, the board of directors of each merging corporation must adopt a plan of merger. This plan must then be submitted to the members of each corporation for approval, unless the articles of incorporation or bylaws specify otherwise. The Act requires that notice of the proposed merger, including a summary of the plan, be given to members at least twenty days before the meeting at which the vote will occur. A majority of the votes cast by members entitled to vote at the meeting is generally sufficient for approval, provided a quorum is present. Following member approval, articles of merger must be filed with the Virginia State Corporation Commission. Failure to adhere to these statutory requirements, particularly regarding member notification and approval, can render the merger invalid or subject to challenge. The question tests the understanding of the statutory prerequisites for a valid merger under Virginia law, emphasizing the procedural steps involving the board and members.

The Virginia Code, specifically Title 13.1, Chapter 10, governs nonprofit corporations. Section 13.1-1024 details the requirements for the annual report. A nonprofit corporation must file an annual report with the State Corporation Commission. This report serves to keep the Commission informed about the corporation’s current status, including its registered agent and principal office. Failure to file the annual report can lead to administrative dissolution. The question asks about the consequences of failing to file the annual report for a Virginia nonprofit. The Virginia Code mandates that if a nonprofit fails to file its annual report, the State Corporation Commission may administratively dissolve the corporation. This process is initiated by the Commission after a period of delinquency, typically after a notice has been sent. Administrative dissolution means the corporation’s legal existence is terminated by the state, preventing it from conducting further business. The other options describe consequences that are either not directly mandated by the annual report filing requirement or are less severe. For instance, while members might be dissatisfied, it’s not a legal consequence of failing to file. A lawsuit by a creditor is a possibility in general business dealings but not a direct statutory penalty for non-filing. A voluntary dissolution requires specific corporate action and is not an automatic outcome of non-filing.

The Virginia Nonstock Corporation Act, specifically Chapter 10 of Title 13.1 of the Code of Virginia, governs the formation and operation of nonprofit corporations in the Commonwealth. A critical aspect of this act concerns the dissolution of such entities. When a nonprofit corporation in Virginia is dissolved, its assets must be distributed according to a specific hierarchy to ensure that the charitable purpose for which it was established is ultimately served, even in its cessation. The law mandates that after all liabilities and obligations of the corporation have been paid or adequately provided for, any remaining assets must be distributed to one or more organizations that are themselves exempt under Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose. This ensures that the residual value of the nonprofit’s assets continues to support charitable or public objectives, preventing private inurement. Distribution to members or directors, unless they are also creditors with valid claims, is generally prohibited. Therefore, the correct distribution pathway for remaining assets after liabilities is to another qualified charitable organization or a public entity.

The Virginia Nonstock Corporation Act, specifically Chapter 10 of Title 13.1 of the Code of Virginia, governs the formation and operation of nonprofit corporations in Virginia. When a nonprofit corporation is dissolved, the distribution of its assets is strictly regulated. Section 13.1-900 of the Code of Virginia addresses the distribution of assets upon dissolution. It mandates that after paying or making provision for all liabilities and obligations of the corporation, any remaining assets shall be distributed to one or more domestic or foreign corporations or organizations that are organized and operated exclusively for charitable, religious, or scientific purposes, or for the promotion of social welfare, or for any other purpose that would qualify for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code. The key here is that the assets must be distributed for purposes that align with the charitable nature of the dissolved entity and are recognized under tax law for exemption. A distribution to individual members, even if they were donors, would generally not be permissible unless the organization’s governing documents specifically allowed for such a distribution and it did not violate the nonprofit status. Similarly, distribution to a for-profit entity would be improper. The wording “any other purpose that would qualify for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code” provides a broad but specific category for permissible recipients, ensuring that the assets continue to serve public benefit purposes.

The Virginia Code, specifically Title 57, Chapter 3, addresses the formation and governance of nonprofit corporations. Section 57-20 establishes the requirements for the articles of incorporation for a public benefit corporation. These articles must include a statement that the corporation is organized exclusively for charitable, educational, or religious purposes, and that upon dissolution, assets will be distributed to another qualifying organization or for public purposes. Section 57-22 outlines the requirements for the registered agent and office. Section 57-24 details the initial board of directors, which must consist of at least three individuals. Section 57-25 governs the annual report requirements, mandating that a report be filed with the State Corporation Commission detailing information about the corporation’s officers, directors, and registered agent. Failure to file these reports can lead to administrative dissolution. The question probes the understanding of the ongoing compliance obligations for a Virginia nonprofit, specifically focusing on the annual reporting requirement as a key element of maintaining its corporate status and public benefit standing.

The Virginia Nonstock Corporation Act, specifically referencing provisions related to the dissolution of nonprofit corporations, outlines the procedures for winding up affairs. For a nonprofit corporation that has not commenced its activities or issued any shares, the process of voluntary dissolution typically involves a resolution by the incorporator(s) or the board of directors, followed by filing a Certificate of Dissolution with the Virginia State Corporation Commission. This certificate must include specific information as prescribed by the Act. The question asks about the minimum number of directors required to adopt a resolution for dissolution when the corporation has no members and no directors have been elected. In such a nascent stage, the power to act on behalf of the corporation often rests with the incorporator(s). If incorporators have not yet designated directors, the incorporator(s) themselves are empowered to initiate the dissolution process. The Virginia Nonstock Corporation Act, under § 13.1-848.1 (and similar provisions for stock corporations), generally allows for dissolution by the incorporator(s) if no directors have been elected. Therefore, if there are no directors, the incorporator(s) are the relevant parties. Assuming there is at least one incorporator, a single incorporator can adopt a resolution for dissolution. The law does not mandate a minimum number of directors for this specific scenario if no directors have been elected, but rather empowers the incorporator(s). The critical point is the absence of elected directors, which shifts the authority to the incorporator(s).

The Virginia Nonstock Corporation Act, specifically referencing Virginia Code § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. A key aspect of this act pertains to the authority of a nonprofit corporation’s board of directors concerning the disposition of assets. When a nonprofit corporation intends to sell, lease, exchange, or otherwise dispose of all or substantially all of its assets, the Act mandates a specific procedure to ensure proper governance and member or director approval. Virginia Code § 13.1-884 outlines this requirement, stating that such a disposition must be authorized by the board of directors and, unless the articles of incorporation provide otherwise, by the members. For corporations without members, or where the articles do not grant voting rights to members, board approval alone may suffice, but this is an exception. The general rule, particularly for corporations with a membership structure, requires a resolution of the board of directors followed by approval by a majority of the votes cast by members entitled to vote thereon at a meeting of members, or by written consent of all members entitled to vote thereon. This ensures that significant corporate actions affecting the entity’s core assets are subject to appropriate oversight, preventing unilateral decisions by the board that could undermine the organization’s mission or the interests of its stakeholders. The threshold for “substantially all” is a factual determination, but generally implies a disposition that would fundamentally alter the nature of the corporation’s operations or its ability to carry out its stated purpose.

The Virginia Nonstock Corporation Act, specifically referencing Virginia Code § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. A key aspect of this act pertains to the dissolution of such entities. Voluntary dissolution can be initiated by the corporation itself. For a nonprofit corporation, the process typically requires a resolution adopted by the board of directors, followed by approval from the members, if the corporation has members. Virginia Code § 13.1-897 outlines the procedures for voluntary dissolution. This statute mandates that a plan of dissolution be adopted by the board of directors and then submitted to the members for approval. The members’ vote requirement is usually a majority of all votes entitled to be cast by members, unless the articles of incorporation or bylaws specify a higher threshold. Following member approval, the corporation must file articles of dissolution with the Virginia State Corporation Commission. The explanation of the legal framework indicates that a majority vote of the board of directors is a prerequisite to proposing dissolution to the members, and the members then have the ultimate authority to approve or reject the dissolution, with specific voting thresholds defined by the governing documents or state law. Therefore, the process necessitates board action followed by member action.

The Virginia Nonstock Corporation Act, specifically Virginia Code § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. A fundamental aspect of this act relates to the rights and powers of members, particularly in the context of corporate governance and dissolution. When a nonprofit corporation in Virginia dissolves, the distribution of assets is a critical procedural step. Virginia Code § 13.1-896 addresses the distribution of assets upon dissolution. This section outlines that after all liabilities and obligations have been paid or adequately provided for, any remaining assets shall be distributed to one or more domestic or foreign corporations or not-for-profit corporations, or to any other person or persons, including government or any agency thereof, as the articles of incorporation or bylaws may permit or as may be directed by the members in accordance with the articles of incorporation or bylaws, for any purpose consistent with the purpose of the corporation. Crucially, if the articles of incorporation and bylaws do not specify a plan for distribution, the assets must be distributed to the members if the corporation is a membership corporation. However, if the corporation is not a membership corporation, or if the articles and bylaws do not specify distribution to members, the assets are to be distributed to the persons designated by the circuit court of the jurisdiction in which the principal office of the corporation is located. The question asks about the disposition of assets when the articles of incorporation are silent on this matter and the corporation is not a membership organization. In such a scenario, the Virginia Nonstock Corporation Act mandates that the circuit court will designate the recipients of the remaining assets, ensuring these distributions align with the corporation’s original charitable or public purpose.

The Virginia Nonstock Corporation Act, specifically Va. Code § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. When a nonprofit corporation in Virginia wishes to sell, lease, or exchange all or substantially all of its assets, it must adhere to specific procedural requirements to ensure the transaction is conducted in the best interest of the corporation and its members or beneficiaries. Section 13.1-884 of the Act outlines these procedures. It mandates that the board of directors must adopt a resolution approving the proposed transaction. This resolution must then be submitted to the members for their approval. For the sale, lease, or exchange of all or substantially all of its assets to be approved, it requires the affirmative vote of at least two-thirds of the votes cast by the members entitled to vote thereon, unless the articles of incorporation or bylaws specify a different voting threshold, provided it is not less than a majority. This high voting threshold is designed to protect the corporation’s fundamental purpose and assets from being disposed of without broad member consensus. The Act also requires that notice of the meeting of members at which the transaction will be considered must be given to all members entitled to vote, and this notice must include a description of the transaction. This ensures transparency and allows members to make informed decisions. Failure to follow these procedures can render the transaction voidable.

The Virginia Code, specifically the Virginia Nonstock Corporation Act, governs the formation and operation of nonprofit corporations in the Commonwealth. When a nonprofit corporation in Virginia seeks to dissolve voluntarily, the process involves several key steps to ensure proper winding up of affairs and distribution of assets. According to Virginia Code § 13.1-906, a corporation may dissolve voluntarily by the adoption of a resolution by the board of directors and, if required by the articles of incorporation or bylaws, by the members. The resolution must set forth that the corporation elects to dissolve. Following the adoption of the dissolution resolution, the corporation must file Articles of Dissolution with the Virginia State Corporation Commission. This filing officially commences the dissolution process. During the winding up period, the corporation’s business activities must cease, except as necessary for winding up. The corporation’s assets are then used to pay off liabilities, and any remaining assets are distributed to designated beneficiaries, typically other nonprofit organizations with similar purposes, as outlined in the articles of incorporation or bylaws, or as determined by a court if not specified. Failure to follow these statutory requirements can lead to legal complications and potential personal liability for directors and officers. The question tests the understanding of the initial procedural step required for voluntary dissolution under Virginia law.

The Virginia Nonstock Corporation Act, specifically under Virginia Code § 13.1-801 et seq., governs the formation and operation of nonstock corporations, including those organized for charitable purposes. A key aspect of this act relates to the dissolution of such entities. When a nonstock corporation is dissolved, its assets must be distributed in accordance with its articles of incorporation, bylaws, and the applicable law. Virginia Code § 13.1-894 addresses the distribution of assets upon dissolution. For a corporation organized for charitable purposes, the Act mandates that any remaining assets, after satisfying debts and liabilities, must be distributed to one or more domestic or foreign corporations or organizations engaged in activities substantially similar to those of the dissolving corporation, or to a governmental agency for a public purpose. This ensures that the charitable mission continues to be served. The specific wording in the statute, “substantially similar activities,” is crucial, as it allows for flexibility in identifying a successor organization while maintaining the original charitable intent. The process involves a plan of dissolution, which outlines the distribution of assets. The Attorney General of Virginia also plays a role in overseeing the dissolution of charitable organizations to protect public interest and ensure proper asset distribution.

The Virginia Nonprofit Corporation Act, specifically referencing the provisions for director liability and indemnification, outlines the conditions under which directors can be held personally liable for their actions or omissions while serving a nonprofit organization. Generally, directors are protected from liability for decisions made in good faith, on an informed basis, and in the best interests of the corporation. This protection is often referred to as the “business judgment rule” in a corporate context, which extends to nonprofit directors in Virginia. However, liability can arise if a director engages in acts constituting fraud, illegality, or willful misconduct. Virginia Code § 13.1-1121 addresses director liability, stating that a director is liable to the corporation or its members for any financial loss caused by the director’s breach of the director’s duties. The duty of care requires directors to act with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and the duty of loyalty requires directors to act in a manner the director reasonably believes to be in the best interests of the corporation. Indemnification, as governed by Virginia Code § 13.1-1123, allows a corporation to indemnify directors for expenses incurred in defending lawsuits if they acted in good faith and in a manner they reasonably believed to be in the best interests of the corporation. The critical element for director liability, therefore, hinges on whether the director’s actions were taken in good faith and without willful misconduct or illegality, rather than mere errors in judgment or poor business outcomes.

The Virginia Nonstock Corporation Act, specifically Virginia Code § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. A key aspect of this act relates to the requirements for amending the articles of incorporation. Section 13.1-825 outlines the procedure for amending articles of incorporation. It states that amendments must be adopted by the board of directors and, if the corporation has members, by the members. For amendments that would affect the rights of a particular class of members, a separate vote of that class is also required. The question concerns a situation where a nonprofit corporation in Virginia wishes to alter its purpose clause, which is a fundamental part of its articles of incorporation. Such a change inherently impacts the core mission and operational scope of the organization, and therefore, it affects all members who are bound by that purpose. Consequently, the Virginia Nonstock Corporation Act mandates that both the board of directors and the general membership body must approve such a significant amendment. The specific threshold for member approval, absent any contrary provisions in the articles of incorporation, is typically a majority of the votes cast by members entitled to vote thereon at a meeting at which a quorum is present. However, the law requires a clear pathway for this approval, involving formal action by both governing bodies.

The Virginia Nonstock Corporation Act, under which most Virginia nonprofits are organized, specifies the requirements for amending articles of incorporation. For a nonprofit corporation, amendments to the articles of incorporation typically require a resolution adopted by the board of directors and then approval by the members, if the articles or bylaws grant members the right to vote on such matters. However, if the articles of incorporation themselves are being amended, the process often necessitates a higher level of member consent than a simple majority. Virginia Code § 13.1-820 addresses amendments to articles of incorporation. While the board can initiate amendments related to administrative matters or correcting errors, significant changes to the corporation’s purpose, structure, or governance, especially those affecting member rights or the fundamental nature of the organization, generally require member approval. The Act specifies that amendments must be approved by the members, and if the articles of incorporation provide for a greater quorum or voting requirement for any member action, including amendments, that higher requirement must be met. Without specific provisions in the articles or bylaws dictating a different voting threshold for amendments, a majority of the votes cast by members entitled to vote at a meeting where a quorum is present is generally sufficient for amendments affecting member rights or the core purpose of the corporation. However, the question implies a change that would fundamentally alter the nonprofit’s mission and operations, which typically triggers a more stringent approval process to protect the interests of the members and ensure the organization remains true to its founding principles. The Virginia Nonstock Corporation Act, § 13.1-820(D), states that if the amendment would materially alter or expand or contract the purposes of the corporation, or would change the manner of administering the corporate assets, or would change the terms or conditions of membership, or would change any other provision of the articles of incorporation that under the provisions of this chapter may be amended only by a specified vote of the members, then the amendment must be adopted by the members by the vote required by the articles of incorporation or bylaws or by the vote required by this chapter for the amendment of the articles of incorporation. In the absence of specific bylaws or articles dictating a higher threshold, the default for significant amendments that alter the corporation’s purpose or the terms of membership is often a supermajority vote, such as two-thirds of the members present and voting, to ensure broad consensus for fundamental changes. This reflects a principle of protecting the integrity of the nonprofit’s mission and the rights of its members.

Under Virginia Code § 6.2-404, a nonprofit corporation’s board of directors has the authority to adopt and amend bylaws, provided that the articles of incorporation do not reserve this power to the members. Bylaws govern the internal operations of the corporation, including the election of directors, meetings, and other governance matters. If the articles of incorporation grant the members the power to amend the bylaws, then the board cannot unilaterally amend them. The scenario presented indicates that the articles of incorporation explicitly grant the members the sole authority to amend the bylaws. Therefore, any amendment to the bylaws must be approved by the members, and the board of directors cannot override this provision. The corporation’s charter, which is the articles of incorporation, holds a higher authority than the bylaws themselves. Consequently, the board’s resolution to amend the bylaws without member approval is invalid because it contravenes the governing document established by the members. This principle underscores the hierarchy of corporate governance documents, where the articles of incorporation supersede bylaws when there is a conflict or when specific powers are reserved.

The Virginia Nonstock Corporation Act, specifically § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. When a nonprofit corporation in Virginia intends to merge with another entity, the process requires adherence to specific statutory provisions to ensure legal validity and protect the interests of members, creditors, and the public. Section 13.1-889 of the Virginia Nonstock Corporation Act outlines the procedure for mergers. This section mandates that a plan of merger must be adopted by the board of directors of each merging corporation. Following board approval, the plan must be submitted to the members of each corporation for their approval, unless the merger qualifies for an exception, such as when the surviving corporation is a foreign corporation and the merger does not materially affect the rights of Virginia members, or when the merger is between wholly owned subsidiaries. For a merger to be approved by members, it typically requires an affirmative vote of two-thirds of the members of each class of members entitled to vote, or such greater or lesser proportion as the articles of incorporation or bylaws may specify. The plan of merger must contain specific information, including the terms and conditions of the merger, the manner of converting memberships or other interests, and the articles of incorporation of the surviving corporation. The surviving corporation must then file articles of merger with the Virginia State Corporation Commission. The question hinges on the typical member approval threshold for mergers under Virginia law for nonstock corporations, which is generally two-thirds of the voting power of the members, unless otherwise stipulated in the governing documents.

Virginia law, specifically the Virginia Nonstock Corporation Act, governs the formation and operation of nonprofit corporations. When a nonprofit corporation in Virginia wishes to amend its articles of incorporation, it must follow a prescribed procedure to ensure the amendment is legally valid. This process typically involves a resolution by the board of directors, and in some cases, approval by the members. The Virginia Nonstock Corporation Act, under § 13.1-801 et seq., outlines the requirements for such amendments. Specifically, § 13.1-822 details the procedure for amending articles of incorporation. The board of directors, or if the corporation has members, the members, must adopt an amendment by the affirmative vote of a majority of the directors present at a meeting where a quorum is present, or by the members by the affirmative vote of a majority of the votes cast by the members entitled to vote thereon at a meeting at which a quorum is present. The amended articles must then be filed with the Virginia State Corporation Commission. The question focuses on the minimum voting threshold required for the board of directors to approve an amendment to the articles of incorporation, assuming no provisions in the articles or bylaws require a higher threshold. Therefore, the standard majority of directors present at a quorum meeting is the applicable standard.

The Virginia Nonstock Corporation Act, specifically Virginia Code § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. A key aspect of this act is the requirement for a registered agent in the Commonwealth. Virginia Code § 13.1-809 mandates that every domestic nonprofit corporation must continuously maintain a registered agent within Virginia. This agent serves as the official point of contact for legal and official communications, including service of process. The registered agent must have a physical street address in Virginia, not just a post office box. This requirement is fundamental to ensuring that the corporation can be properly notified of legal actions or governmental inquiries. Failure to maintain a registered agent can lead to administrative dissolution by the Virginia State Corporation Commission. The act allows for individuals, including officers or directors, or a business entity authorized to do business in Virginia to serve as a registered agent, provided they meet the physical address requirement. The purpose is to provide a reliable mechanism for official correspondence and legal service.

The Virginia Nonstock Corporation Act, specifically Virginia Code § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. When a nonprofit corporation in Virginia wishes to amend its articles of incorporation, the process is outlined within this Act. Section 13.1-822 details the procedure for amending articles of incorporation. Generally, an amendment requires approval by the board of directors and then by the members, if the corporation has members, or by a specified proportion of the directors if the corporation is director-managed. The articles of incorporation themselves will often specify the voting threshold required for amendments. However, if the articles are silent on a specific threshold for a particular type of amendment, the default provisions of the Act apply. For fundamental changes, such as amending provisions relating to the dissolution of the corporation or the distribution of assets upon dissolution, a higher voting threshold is often required by statute to ensure thorough consideration and broad consent from stakeholders. Virginia Code § 13.1-823 specifies that certain amendments, particularly those affecting the rights of members or the distribution of assets upon dissolution, may require a higher vote, often two-thirds of the votes entitled to be cast by members of record or by the directors. Therefore, understanding the specific provisions of the articles of incorporation and the relevant sections of the Virginia Nonstock Corporation Act is crucial. The question probes the understanding of how amendments are enacted and the potential for specific provisions within the articles to alter statutory default rules, particularly concerning fundamental changes.

The Virginia Nonstock Corporation Act, specifically Chapter 10 of Title 13.1 of the Code of Virginia, governs the formation and operation of nonprofit corporations in the Commonwealth. A key aspect of this act relates to the dissolution of such entities. When a Virginia nonprofit corporation is dissolved, its assets must be distributed according to a specific order of priority. First, any liabilities and obligations of the corporation must be satisfied. This includes debts owed to creditors, contractual obligations, and any other legal claims against the corporation. Following the satisfaction of all liabilities, remaining assets are distributed to the members, if any, in accordance with the corporation’s articles of incorporation or bylaws. If the articles or bylaws do not specify a distribution plan for members, or if the corporation has no members, the remaining assets are to be distributed for charitable or public purposes consistent with the corporation’s mission, as specified in its articles of incorporation. This often involves distributing assets to other organizations that are themselves exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or to governmental units for public purposes. The Act emphasizes that assets cannot be distributed to any director, officer, or member in their capacity as such, unless they are also creditors or have a specific claim unrelated to their position. This ensures that the nonprofit’s assets are used for its stated charitable or public purposes and not for private gain.

The Virginia Nonstock Corporation Act, which governs nonprofit corporations in Virginia, outlines specific procedures for amending articles of incorporation. Section 13.1-823 of the Code of Virginia details the process for amendments. Generally, amendments require approval by the board of directors and then by the members, if the corporation has members. If the corporation does not have members, or if the articles of incorporation provide for member approval by the board alone, then only board approval is necessary. The act specifies that amendments must be adopted by a resolution of the board of directors, and if members are entitled to vote, by a resolution adopted by the members. Following adoption, the amendment must be filed with the Virginia State Corporation Commission (SCC) through a Certificate of Amendment. This certificate must include the name of the corporation, the text of the amendment, and a statement that the amendment was adopted in accordance with the Act. For corporations without members, the board’s resolution is sufficient for adoption, and the certificate of amendment should reflect this. The filing fee for such amendments is a standard administrative charge by the SCC. The question tests the understanding of the procedural requirements for amending articles of incorporation for a Virginia nonprofit corporation that has no members, focusing on the sufficiency of board action and the subsequent filing.

The Virginia Nonstock Corporation Act, specifically Virginia Code § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. A key aspect of this act pertains to the dissolution of such entities. When a nonprofit corporation in Virginia is dissolved, its assets must be distributed in accordance with its articles of incorporation, bylaws, or a plan of dissolution approved by the members or directors, provided such distribution is consistent with the corporation’s exempt status under federal tax law, particularly Section 501(c)(3) of the Internal Revenue Code. Virginia law requires that any remaining assets after the satisfaction of debts and liabilities must be distributed to one or more qualified organizations. A qualified organization is typically one that is exempt from federal income tax under Section 501(c)(3) or a governmental unit for a public purpose. The articles of incorporation or bylaws may specify a particular recipient or a class of recipients. If the articles and bylaws are silent on the matter, or if the specified recipients are no longer in existence or cannot be identified, the assets typically escheat to the Commonwealth of Virginia. However, the primary intent of Virginia law is to ensure that the assets of a dissolved nonprofit are dedicated to charitable or public purposes, mirroring the principles of cy pres in trust law, to prevent private inurement. Therefore, distribution to another 501(c)(3) organization that shares similar charitable purposes is the legally mandated and intended outcome when a plan of dissolution is properly executed.

The Virginia Nonstock Corporation Act, specifically under Virginia Code § 13.1-801 et seq., governs the formation and operation of nonstock corporations, including nonprofits. When a Virginia nonprofit corporation wishes to dissolve voluntarily, it must follow specific procedural steps outlined in the Act. The initial step involves the board of directors adopting a resolution to recommend dissolution. This resolution must then be submitted to the members for approval. For a voluntary dissolution to be effective, the Virginia Nonstock Corporation Act generally requires approval by a majority of the votes cast by the members entitled to vote thereon, or if the articles of incorporation or bylaws specify a greater proportion, then that greater proportion. This approval is typically documented through a vote at a members’ meeting or by written consent. Following member approval, the corporation must file Articles of Dissolution with the Virginia State Corporation Commission. The process also mandates that the corporation cease conducting its activities, settle its affairs, and distribute its assets in accordance with the law and its governing documents, which for a public benefit nonprofit means distributing assets to another organization with similar purposes.

The Virginia Nonstock Corporation Act, which governs nonprofit organizations in Virginia, outlines specific requirements for the dissolution of such entities. When a nonprofit corporation decides to dissolve, it must follow a prescribed process to ensure its assets are distributed appropriately and its legal existence is properly terminated. This process typically involves adopting a resolution of dissolution, filing a certificate of dissolution with the Virginia State Corporation Commission (SCC), and then winding up the affairs of the corporation. Winding up includes ceasing operations, collecting assets, paying debts and liabilities, and distributing remaining assets to designated beneficiaries. For a nonprofit corporation, the distribution of assets upon dissolution is particularly critical. Virginia law mandates that any remaining assets must be distributed for the purposes specified in the articles of incorporation or, if not specified, to another organization or organizations engaged in activities similar to those of the dissolving corporation, or for charitable purposes as determined by a court. This ensures that the charitable purpose for which the nonprofit was established continues to be served, preventing private inurement. The filing of the certificate of dissolution with the SCC is the formal act that signifies the commencement of the dissolution process with the state.

The Virginia Nonstock Corporation Act, specifically Virginia Code § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. When a nonprofit corporation amends its articles of incorporation, it must follow specific procedures outlined in the Act. For amendments affecting the rights of members, particularly regarding voting or membership classes, the Act often requires a higher threshold of approval than a simple majority of the board of directors. Virginia Code § 13.1-846 outlines the process for amending articles of incorporation. It specifies that amendments must be adopted by the board of directors and then approved by the members. For amendments that would affect the rights of members of any class to which they belong, the Act generally requires approval by at least two-thirds of the votes entitled to be cast by members of that class, or such higher percentage as may be provided in the articles of incorporation or bylaws. In this scenario, the amendment directly impacts the voting rights of a specific class of members. Therefore, the approval threshold must meet the statutory minimum for member approval of such a change, which is typically two-thirds of the votes entitled to be cast by the affected class of members, unless the articles or bylaws stipulate a higher requirement. The board’s initial approval is a necessary first step, but the member vote is critical for amendments impacting member rights.

The Virginia Nonstock Corporation Act, specifically Virginia Code § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. When a nonprofit corporation seeks to dissolve voluntarily, it must follow a specific statutory process to ensure that its assets are distributed properly and that it ceases to exist as a legal entity. This process typically involves the adoption of a resolution by the board of directors and, often, approval by the members, depending on the corporation’s articles of incorporation and bylaws. Following approval, the corporation must file Articles of Dissolution with the Virginia State Corporation Commission. Crucially, before filing these articles, the corporation must cease conducting its business, except as necessary to wind up its affairs. This winding up process includes collecting assets, paying or making provision for liabilities, and distributing any remaining assets to designated recipients. Virginia Code § 13.1-890 outlines the procedures for dissolution and the distribution of assets, generally requiring that assets be distributed for the purposes stated in the articles of incorporation or, if that is not possible, to other organizations engaged in similar activities. The statute emphasizes that a nonprofit corporation’s assets are dedicated to its charitable or public purposes and cannot be distributed to its members, directors, or officers, except as reasonable compensation for services rendered or as reimbursement for expenses incurred. Therefore, the distribution of remaining assets to a former director for services rendered during the winding-up phase, provided it is reasonable compensation, is a permissible step in the dissolution process.

The Virginia Nonstock Corporation Act, specifically Virginia Code §13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. When a nonprofit corporation in Virginia wishes to amend its articles of incorporation to change its name, the process requires adherence to statutory provisions. The Virginia Nonstock Corporation Act mandates that such amendments must be adopted by the board of directors and, depending on the corporation’s bylaws and the specific provisions being amended, may also require approval from the members. However, for fundamental changes like a name change, the Act generally requires a resolution adopted by the board of directors. Following board approval, the amended articles of incorporation must be filed with the Virginia State Corporation Commission. The Act specifies that amendments become effective upon filing or at a later date specified in the amendment itself. Therefore, a resolution passed by the board of directors, followed by filing the amended articles of incorporation with the State Corporation Commission, is the correct procedure. The question implicitly asks for the procedural step that *initiates* the formal change process after internal approvals. While member approval might be required for certain other amendments or if bylaws dictate, the board’s resolution is a universal prerequisite for proposing and filing amendments under the Act. The filing with the State Corporation Commission is the final step that makes the amendment legally effective. Therefore, the board of directors’ resolution to amend the articles of incorporation is the foundational step for effectuating a name change.

The Virginia Nonstock Corporation Act, specifically § 13.1-801 et seq., governs the formation and operation of nonprofit corporations in Virginia. When a nonprofit corporation proposes to merge with another entity, Virginia law requires a specific process to be followed to ensure proper corporate governance and protection of member and creditor interests. Section 13.1-888 outlines the procedure for mergers. It mandates that a plan of merger must be approved by the board of directors and then submitted to the members for approval, unless the articles of incorporation or bylaws provide otherwise, or if the merger does not materially alter the rights of members. For a nonstock corporation, member approval typically requires a vote of two-thirds of the members present and voting at a meeting, or a higher threshold if specified in the articles or bylaws. The law also requires the filing of articles of merger with the Virginia State Corporation Commission. The question describes a scenario where a Virginia nonprofit, “Chesapeake Conservation Corps,” intends to merge with a Maryland nonprofit, “Potomac Preservation Society.” Since the Chesapeake Conservation Corps is a Virginia entity, Virginia law applies to its actions, including mergers. The board of directors of Chesapeake Conservation Corps has approved the merger plan. The critical step missing for the merger to proceed under Virginia law, assuming the merger materially affects member rights or is not exempted by the articles/bylaws, is obtaining the requisite member approval. Without this member vote, the merger cannot be legally consummated according to Virginia’s corporate statutes. The other options describe actions that might be part of the process but are not the immediate, legally mandated next step for a Virginia nonprofit corporation after board approval, especially when member rights are implicated. Filing articles of dissolution is for winding up operations, not merging. Seeking external grant funding is unrelated to the internal approval process for a merger. Obtaining a legal opinion on tax-exempt status is a separate regulatory matter.