Code of Virginia · § 13.1-887 — 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.

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.