13.1-819 - Articles of incorporation.
§ 13.1-819. Articles of incorporation.
A. The articles of incorporation shall set forth:
1. A corporate name for the corporation that satisfies the requirements of §13.1-829.
2. If the corporation is to have no members, a statement to that effect.
3. If the corporation is to have one or more classes of members, anyprovision which the incorporators elect to set forth in the articles ofincorporation or, if the articles of incorporation so provide, in the bylawsdesignating the class or classes of members, stating the qualifications andrights of the members of each class and conferring, limiting or denying theright to vote.
4. If the directors or any of them are not to be elected or appointed by oneor more classes of members, a statement of the manner in which such directorsshall be elected or appointed, and a designation of ex officio directors, ifany.
5. The address of the corporation's initial registered office (including both(i) the post-office address with street and number, if any, and (ii) the nameof the city or county in which it is located), and the name of its initialregistered agent at that office, and that the agent is either (i) anindividual who is a resident of Virginia and either a director of thecorporation or a member of the Virginia State Bar or (ii) a domestic orforeign stock or nonstock corporation, limited liability company orregistered limited liability partnership authorized to transact business inthe Commonwealth.
B. The articles of incorporation may set forth:
1. The names and addresses of the individuals who are to serve as the initialdirectors;
2. Provisions not inconsistent with law:
a. Stating the purpose or purposes for which the corporation is organized;
b. Regarding the management of the business and regulation of the affairs ofthe corporation;
c. Defining, limiting and regulating the powers of the corporation, itsdirectors, and its members; and
d. Any provision that under this Act is required or permitted to be set forthin the bylaws.
C. The articles of incorporation need not set forth any of the corporatepowers enumerated in this Act.
D. Provisions of the articles of incorporation may be made dependent uponfacts objectively ascertainable outside the articles of incorporation inaccordance with subsection L of § 13.1-804.
E. Except as provided in subsection A of § 13.1-855, whenever a provision ofthe articles of incorporation is inconsistent with a bylaw, the provision ofthe articles of incorporation shall be controlling.
(Code 1950, § 13.1-231; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1982, c.182; 1985, c. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517,541; 2007, c. 925.)