Virginia Nonstock Corporation Act; numerous revisions to Act, delayed effective date.
What changed between versions
New subsections C and D in § 13.1-814.1 give HOA/condominium declarations priority over a community association's articles of incorporation or bylaws when there is a conflict about member liability for dues, assessments, fees, or membership/resignation/suspension issues.
New subsection F in § 13.1-869 permits corporations to establish advisory committees whose members need not be directors, which cannot exercise board powers and have no fiduciary duties to the corporation.
Entirely new Article 11.2 (§§ 13.1-898.8 through 13.1-898.14) was added to provide a complete framework for conversions between nonstock corporations and eligible entities (LLCs, partnerships, business trusts), including plan requirements, approval procedures, filing requirements, and legal effects.
Domestication provisions (§§ 13.1-898.2 through 13.1-898.5:1) were significantly expanded to cover both foreign-to-domestic and domestic-to-foreign domestication, with detailed plan content requirements, separate approval procedures for each direction, new filing requirements, abandonment procedures, and a new section on the legal effects of domestication.
New subsection H in § 13.1-895 requires each member who would become subject to new interest holder liability as a result of a merger or interest exchange to sign a separate written consent, unless the new liability is substantially identical to existing liability.
§ 13.1-865 was expanded to allow board action by fewer than all directors (not just unanimous) when expressly authorized in the articles of incorporation, with a 10-business-day written notice requirement and a right for any director to object before the action is taken.
§ 13.1-872 was restructured so that officers are appointed by the board of directors (rather than 'elected'), and an officer may appoint assistant officers if authorized by the bylaws or board, giving more flexibility in officer structure.
§ 13.1-874 was restructured to allow removal of officers by the board of directors, the appointing officer (if any), or another officer if authorized by the articles, bylaws, or board, rather than only by the board.
An erroneous first sentence in § 13.1-852.01 ('The termination or suspension of a member does not relieve the member from any obligations...') was removed; this language belonged in § 13.1-837.2 and was a drafting error.
Multiple references to 'this Act' were changed to 'this chapter' throughout (e.g., § 13.1-804.1, § 13.1-819) to reflect that the bill amends existing code sections rather than creating a standalone act.