A. An agreement among the members or the directors of a corporation thatcomplies with this section is effective among the members or directors andthe corporation, even though it is inconsistent with one or more otherprovisions of this Act in that it:
1. Eliminates the board of directors or, subject to the requirements ofsubsection A of § 13.1-872, one or more officers, or restricts the discretionor powers of the board of directors or any one or more officers;
2. Establishes who shall be directors or officers of the corporation, ortheir terms of office or manner of selection or removal;
3. Governs, in general or in regard to specific matters, the exercise ordivision of voting power by or between the members and directors or by oramong any of them, including use of weighted voting rights or directorproxies;
4. Establishes the terms and conditions of any agreement for the transfer oruse of property or the provision of services between the corporation and anymember, director, officer or employee of the corporation, or among any ofthem;
5. Transfers to one or more members, directors or other persons all or partof the authority to exercise the corporate powers or to manage the businessand affairs of the corporation, including the resolution of any issue aboutwhich there exists a deadlock among directors or members;
6. Requires dissolution of the corporation at the request of one or more ofthe members, or directors, in the case of a corporation that has no membersor in which the members have no voting rights, or upon the occurrence of aspecified event or contingency; or
7. Otherwise governs the exercise of the corporate powers or the managementof the business and affairs of the corporation or the relationship among themembers, the directors and the corporation, or among any of them, and is notcontrary to public policy.
B. An agreement authorized by this section shall be:
1. a. Set forth in the articles of incorporation or bylaws and approved byall persons who are members or, if there are no members or the corporation'smembers do not have voting rights, by all persons who are directors at thetime of the agreement; or
b. Set forth in a written agreement that is signed by all persons who aremembers or, if there are no members or the corporation's members do not havevoting rights, by all persons who are directors at the time of the agreement;
2. Subject to amendment only by all persons who are members or, if there areno members or the corporation's members do not have voting rights, by allpersons who are directors at the time of the amendment, unless the agreementprovides otherwise; and
3. Valid for an unlimited duration, if the agreement is set forth in thearticles of incorporation or bylaws, unless the agreement shall be otherwiseamended by the members or the directors, as the case may be; or valid for 10years, if the agreement is set forth in a written agreement, unless theagreement provides otherwise.
C. The existence of an agreement authorized by this section shall be notedconspicuously on the front or back of each certificate evidencing membership,if any. The failure to note the existence of the agreement on the certificateshall not affect the validity of the agreement or any action taken pursuantto it.
D. An agreement authorized by this section shall cease to be effective whenthe corporation has more than 300 members of record. If the agreement ceasesto be effective for any reason, the board of directors may, if the agreementis contained or referred to in the corporation's articles of incorporation orbylaws, adopt an amendment to the articles of incorporation or bylaws,without member action, to delete the agreement and any references to it.
E. An agreement authorized by this section that limits the discretion orpowers of the board of directors shall relieve the directors of, and imposeupon the person or persons in whom such discretion or powers are vested,liability for acts or omissions imposed by law on directors to the extentthat the discretion or powers of the directors are limited by the agreement.
F. The existence or performance of an agreement authorized by this sectionshall not be a ground for imposing personal liability on any member for theacts or debts of the corporation even if the agreement or its performancetreats the corporation as if it were a partnership or results in a failure toobserve the corporate formalities otherwise applicable to the mattersgoverned by the agreement.
G. Incorporators or subscribers for membership interests may act as membersor directors with respect to an agreement authorized by this section if nomembers have been elected or appointed or, in the case of a corporation thathas no members, no directors are elected or holding office when the agreementwas made.
H. No action taken pursuant to this section shall change any requirement tofile articles or other documents with the Commission or affect the rights ofany creditors or other third parties.
A. An agreement among the members or the directors of a corporation thatcomplies with this section is effective among the members or directors andthe corporation, even though it is inconsistent with one or more otherprovisions of this Act in that it:
1. Eliminates the board of directors or, subject to the requirements ofsubsection A of § 13.1-872, one or more officers, or restricts the discretionor powers of the board of directors or any one or more officers;
2. Establishes who shall be directors or officers of the corporation, ortheir terms of office or manner of selection or removal;
3. Governs, in general or in regard to specific matters, the exercise ordivision of voting power by or between the members and directors or by oramong any of them, including use of weighted voting rights or directorproxies;
4. Establishes the terms and conditions of any agreement for the transfer oruse of property or the provision of services between the corporation and anymember, director, officer or employee of the corporation, or among any ofthem;
5. Transfers to one or more members, directors or other persons all or partof the authority to exercise the corporate powers or to manage the businessand affairs of the corporation, including the resolution of any issue aboutwhich there exists a deadlock among directors or members;
6. Requires dissolution of the corporation at the request of one or more ofthe members, or directors, in the case of a corporation that has no membersor in which the members have no voting rights, or upon the occurrence of aspecified event or contingency; or
7. Otherwise governs the exercise of the corporate powers or the managementof the business and affairs of the corporation or the relationship among themembers, the directors and the corporation, or among any of them, and is notcontrary to public policy.
B. An agreement authorized by this section shall be:
1. a. Set forth in the articles of incorporation or bylaws and approved byall persons who are members or, if there are no members or the corporation'smembers do not have voting rights, by all persons who are directors at thetime of the agreement; or
b. Set forth in a written agreement that is signed by all persons who aremembers or, if there are no members or the corporation's members do not havevoting rights, by all persons who are directors at the time of the agreement;
2. Subject to amendment only by all persons who are members or, if there areno members or the corporation's members do not have voting rights, by allpersons who are directors at the time of the amendment, unless the agreementprovides otherwise; and
3. Valid for an unlimited duration, if the agreement is set forth in thearticles of incorporation or bylaws, unless the agreement shall be otherwiseamended by the members or the directors, as the case may be; or valid for 10years, if the agreement is set forth in a written agreement, unless theagreement provides otherwise.
C. The existence of an agreement authorized by this section shall be notedconspicuously on the front or back of each certificate evidencing membership,if any. The failure to note the existence of the agreement on the certificateshall not affect the validity of the agreement or any action taken pursuantto it.
D. An agreement authorized by this section shall cease to be effective whenthe corporation has more than 300 members of record. If the agreement ceasesto be effective for any reason, the board of directors may, if the agreementis contained or referred to in the corporation's articles of incorporation orbylaws, adopt an amendment to the articles of incorporation or bylaws,without member action, to delete the agreement and any references to it.
E. An agreement authorized by this section that limits the discretion orpowers of the board of directors shall relieve the directors of, and imposeupon the person or persons in whom such discretion or powers are vested,liability for acts or omissions imposed by law on directors to the extentthat the discretion or powers of the directors are limited by the agreement.
F. The existence or performance of an agreement authorized by this sectionshall not be a ground for imposing personal liability on any member for theacts or debts of the corporation even if the agreement or its performancetreats the corporation as if it were a partnership or results in a failure toobserve the corporate formalities otherwise applicable to the mattersgoverned by the agreement.
G. Incorporators or subscribers for membership interests may act as membersor directors with respect to an agreement authorized by this section if nomembers have been elected or appointed or, in the case of a corporation thathas no members, no directors are elected or holding office when the agreementwas made.
H. No action taken pursuant to this section shall change any requirement tofile articles or other documents with the Commission or affect the rights ofany creditors or other third parties.
A. An agreement among the members or the directors of a corporation thatcomplies with this section is effective among the members or directors andthe corporation, even though it is inconsistent with one or more otherprovisions of this Act in that it:
1. Eliminates the board of directors or, subject to the requirements ofsubsection A of § 13.1-872, one or more officers, or restricts the discretionor powers of the board of directors or any one or more officers;
2. Establishes who shall be directors or officers of the corporation, ortheir terms of office or manner of selection or removal;
3. Governs, in general or in regard to specific matters, the exercise ordivision of voting power by or between the members and directors or by oramong any of them, including use of weighted voting rights or directorproxies;
4. Establishes the terms and conditions of any agreement for the transfer oruse of property or the provision of services between the corporation and anymember, director, officer or employee of the corporation, or among any ofthem;
5. Transfers to one or more members, directors or other persons all or partof the authority to exercise the corporate powers or to manage the businessand affairs of the corporation, including the resolution of any issue aboutwhich there exists a deadlock among directors or members;
6. Requires dissolution of the corporation at the request of one or more ofthe members, or directors, in the case of a corporation that has no membersor in which the members have no voting rights, or upon the occurrence of aspecified event or contingency; or
7. Otherwise governs the exercise of the corporate powers or the managementof the business and affairs of the corporation or the relationship among themembers, the directors and the corporation, or among any of them, and is notcontrary to public policy.
B. An agreement authorized by this section shall be:
1. a. Set forth in the articles of incorporation or bylaws and approved byall persons who are members or, if there are no members or the corporation'smembers do not have voting rights, by all persons who are directors at thetime of the agreement; or
b. Set forth in a written agreement that is signed by all persons who aremembers or, if there are no members or the corporation's members do not havevoting rights, by all persons who are directors at the time of the agreement;
2. Subject to amendment only by all persons who are members or, if there areno members or the corporation's members do not have voting rights, by allpersons who are directors at the time of the amendment, unless the agreementprovides otherwise; and
3. Valid for an unlimited duration, if the agreement is set forth in thearticles of incorporation or bylaws, unless the agreement shall be otherwiseamended by the members or the directors, as the case may be; or valid for 10years, if the agreement is set forth in a written agreement, unless theagreement provides otherwise.
C. The existence of an agreement authorized by this section shall be notedconspicuously on the front or back of each certificate evidencing membership,if any. The failure to note the existence of the agreement on the certificateshall not affect the validity of the agreement or any action taken pursuantto it.
D. An agreement authorized by this section shall cease to be effective whenthe corporation has more than 300 members of record. If the agreement ceasesto be effective for any reason, the board of directors may, if the agreementis contained or referred to in the corporation's articles of incorporation orbylaws, adopt an amendment to the articles of incorporation or bylaws,without member action, to delete the agreement and any references to it.
E. An agreement authorized by this section that limits the discretion orpowers of the board of directors shall relieve the directors of, and imposeupon the person or persons in whom such discretion or powers are vested,liability for acts or omissions imposed by law on directors to the extentthat the discretion or powers of the directors are limited by the agreement.
F. The existence or performance of an agreement authorized by this sectionshall not be a ground for imposing personal liability on any member for theacts or debts of the corporation even if the agreement or its performancetreats the corporation as if it were a partnership or results in a failure toobserve the corporate formalities otherwise applicable to the mattersgoverned by the agreement.
G. Incorporators or subscribers for membership interests may act as membersor directors with respect to an agreement authorized by this section if nomembers have been elected or appointed or, in the case of a corporation thathas no members, no directors are elected or holding office when the agreementwas made.
H. No action taken pursuant to this section shall change any requirement tofile articles or other documents with the Commission or affect the rights ofany creditors or other third parties.
