Bill > HB439

This bill makes numerous revisions to the Virginia Nonstock Corporation Act, modernizing its provisions and aligning them with other corporate laws in Virginia. Key changes include allowing corporations to derive actions from their bylaws in addition to their articles of incorporation, clarifying the process for amending these foundational documents, and permitting the inclusion of exclusive forum provisions in bylaws, which designate specific courts for resolving internal corporate disputes. The bill also permits the transfer of membership interests, allows members to initiate derivative proceedings (lawsuits on behalf of the corporation), and grants courts the power to remove directors under certain circumstances. Furthermore, it provides for the abandonment of amendments or restatements to articles of incorporation, expands merger provisions to include interest exchanges and parent-subsidiary mergers, and updates conversion procedures to align with the Virginia Stock Act. Notably, the bill introduces new provisions governing charitable corporations and charitable assets, including the authority of the Office of the Attorney General in these matters. Technical amendments are included, and the act will become effective on July 1, 2027.

Business and Industry, Justice

https://lis.virginia.gov/bill-details/20261/HB439