Bill Text: VA SB131 | 2010 | Regular Session | Chaptered
Bill Title: Nonstock Corporation Act; conforms revisions to Model Business Corporation Act.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Passed) 2010-03-13 - Governor: Acts of Assembly Chapter text (CHAP0171) [SB131 Detail]
Download: Virginia-2010-SB131-Chaptered.html
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Be it enacted by the General Assembly of Virginia: 1. That §§13.1-803, 13.1-804, 13.1-810, 13.1-813, 13.1-823, 13.1-842, 13.1-845, 13.1-847, 13.1-847.1, 13.1-855, 13.1-866, 13.1-878, 13.1-883, and 13.1-939 of the Code of Virginia are amended and reenacted and that the Code of Virginia is amended by adding a section numbered 13.1-844.2 as follows: §13.1-803. Definitions. As used in this Act: "Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission and all amendments including certificates of merger, consolidation or correction. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation without the accompanying articles of restatement, amendment, domestication, or merger. "Board of directors" means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors. "Certificate," when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles. "Commission" means the State Corporation Commission of Virginia. "Conspicuous" means so written "Corporation" or "domestic corporation" means a corporation not authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this Act or existing pursuant to the laws of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth or that has become a domestic corporation of the Commonwealth pursuant to Article 11.1 (§13.1-898.2 et seq.) of this Act. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § 13.1-810, by electronic transmission. "Disinterested director" means a director who, at the time action is to be taken under §13.1-871, 13.1-878, or 13.1-880, does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to affect adversely the objectivity of the director when participating in the action, and if the action is to be taken under §13.1-878 or 13.1-880, is also not a party to the proceeding. The presence of one or more of the following circumstances shall not by itself prevent a person from being a disinterested director: (a) nomination or election of the director to the current board by any person, acting alone or participating with others, who is so interested in the matter or (b) service as a director of another corporation of which an interested person is also a director. "Document" means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record. "Domestic business trust" has the same meaning as specified in §13.1-1201. "Domestic limited liability company" has the same meaning as specified in §13.1-1002. "Domestic limited partnership" has the same meaning as specified in §50-73.1. "Domestic partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under §50-73.88 or predecessor law of the Commonwealth and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership. "Domestic stock corporation" has the same meaning as "domestic corporation" as specified in §13.1-603. "Effective date of notice" is defined in §13.1-810. "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. "Electronic record" means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of §13.1-810. "Electronic transmission" or "electronically
transmitted" means any form or process of communication, not
directly involving the physical "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign stock corporation. "Eligible interests" means interests or shares. "Employee" includes, unless otherwise provided in the bylaws, an officer but not a director. A director may accept duties that make him also an employee. "Entity" includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government. "Foreign business trust" has the same meaning as specified in §13.1-1201. "Foreign corporation" means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. "Foreign limited liability company" has the same meaning as specified in §13.1-1002. "Foreign limited partnership" has the same meaning as specified in §50-73.1. "Foreign partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership. "Foreign registered limited liability partnership" has the same meaning as specified in §50-73.79. "Foreign stock corporation" has the same meaning as "foreign corporation" as specified in §13.1-603. "Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than the Commonwealth. "Government subdivision" includes authority, county, district, and municipality. "Includes" denotes a partial definition. "Individual" means a natural person. "Interest" means either or both of the following rights under the organic law of a foreign or domestic unincorporated entity: 1. The right to receive distributions from the entity either in the ordinary course or upon liquidation; or 2. The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs. "Means" denotes an exhaustive definition. "Member" means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. "Membership interest" means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership. "Organic document" means the document, if any, that is filed of public record to create an unincorporated entity. Where an organic document has been amended or restated, the term means the organic document as last amended or restated. "Organic law" means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity. "Person" includes an individual and an entity. "Principal office" means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. The designation of the principal office in the most recent annual report filed pursuant to §13.1-936 shall be conclusive for purposes of this Act. "Proceeding" includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. "Record date" means the date established under Article 7 (§13.1-837 et seq.) of this Act on which a corporation determines the identity of its members and their membership interests for purposes of this Act. The determination shall be made as of the close of business at the principal office of the corporation on the record date unless another time for doing so is specified when the record date is fixed. "Shares" has the same meaning as specified in § 13.1-603. "Sign" or "signature" means, with present intent to authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (ii) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission. "State" when referring to a part of the United States, includes any state or commonwealth, any territory or insular possession of the United States, and any of their agencies and governmental subdivisions. "Transact business" includes the conduct of affairs by any corporation that is not organized for profit. "Unincorporated entity" or "domestic unincorporated entity" means a domestic partnership, limited liability company, limited partnership, or business trust. "United States" includes any district, authority, bureau, commission, department, or any other agency of the United States. "Voting group" means all members of one or more classes that under the articles of incorporation or this Act are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the articles of incorporation or this Act to vote generally on the matter are for that purpose a single voting group. "Voting power" means the current power to vote in the election of directors. "Writing" or "written" means any information in the form of a document. §13.1-804. Filing requirements. A. A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to be filed with the Commission. B. The document shall be one that this Act requires or permits to be filed with the Commission. C. The document shall contain the information required by this Act. It may contain other information as well. D. The document shall be typewritten or printed or, if electronically transmitted, shall be in a format that can be retrieved or reproduced in typewritten or printed form. The typewritten or printed portion shall be in black. Photocopies, or other reproduced copies, of typewritten or printed documents may be filed. In every case, information in the document shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality. E. The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals. The articles of incorporation, duly authenticated by the official having custody of corporate records in the state or country under whose law the corporation is incorporated, which are required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. F. The document shall be 1. By the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation; 2. If directors have not been selected or the corporation has not been formed, by an incorporator; or 3. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. G. Any annual report required to be filed by §13.1-936 shall
be H. The person I. If, pursuant to any provision of this Act, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form. J. The document shall be delivered to the Commission for filing and shall be accompanied by the required filing fee, and any charter or entrance fee or registration fee required by this Act. K. The Commission may accept the electronic filing of any information required or permitted to be filed by this Act and may prescribe the methods of execution, recording, reproduction and certification of electronically filed information pursuant to §59.1-496. L. Whenever a provision of this Act permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply: 1. The plan or filed document shall specify the nationally recognized news or information medium in which the facts may be found or otherwise state the manner in which the facts can be objectively ascertained. The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document. 2. The facts may include: a. Any of the following that are available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; b. A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or c. The terms of or actions taken under an agreement to which the corporation is a party, or any other agreement or document. 3. As used in this subsection: a. "Filed document" means a document filed with the Commission under §13.1-819 or Article 10 (§13.1-884 et seq.) or 11 (§ 13.1-894 et seq.) of this Act; and b. "Plan" means a plan of merger. 4. The following terms of a plan or filed document may not be made dependent on facts outside the plan or filed document: a. The name and address of any person required in a filed document; b. The registered office of any entity required in a filed document; c. The registered agent of any entity required in a filed document; d. The number of members and designation of each class of members; e. The effective date of a filed document; and f. Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given. 5. If a term of a filed document is made dependent on a fact objectively ascertainable outside of the filed document and that fact is not objectively ascertainable by reference to a source described in subdivision 2a or to a document that is a matter of public record, or if the affected members have not received notice of the fact from the corporation, then the corporation shall file with the Commission articles of amendment setting forth the fact promptly after the time when the fact referred to is first objectively ascertainable or thereafter changes. Articles of amendment under this subdivision are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the members. 6. The provisions of subdivisions 1, 2, and 5 of this subsection shall not be considered by the Commission in deciding whether the terms of a plan or filed document comply with the requirements of law. §13.1-810. Notices and other communications. For purposes of this A. Notice shall be in writing except that oral notice of any
meeting of the board of directors may be given if expressly authorized by the
articles of incorporation or bylaws. B. C.
D. Notice or other communication may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection K. E. Any consent under subsection D may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if (i) the corporation is unable to deliver two consecutive electronic transmissions given by the corporation in accordance with such consent and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or other person responsible for the giving of notice or other communications. The inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. F. Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when: 1. It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and 2. It is in a form capable of being processed by that system. G. Receipt of an electronic acknowledgment from an information processing system described in subdivision F 1 establishes that an electronic transmission was received. However, such receipt of an electronic acknowledgment, by itself, does not establish that the content sent corresponds to the content received. H. An electronic transmission is received under this section even if no individual is aware of its receipt.
1. a. A member's address shown on the corporation's record of members maintained by the corporation pursuant to subsection C of §13.1-932; b. A director's residence or usual place of business; c. The corporation's principal place of business; or d. The corporation's registered office when left with the corporation's registered agent; 2. 3. 4. If an electronic transmission, when it is received as provided in subsection F; and
J. A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if (i) the electronic transmission is otherwise retrievable in perceivable form and (ii) the sender and the recipient have consented in writing to the use of such form of electronic transmission.
§13.1-813. Hearing and finality of Commission action; injunctions. A. The Commission shall have no power to grant a hearing with respect to any certificate issued by the Commission with respect to any articles filed with the Commission except on a petition by a member or director, filed with the Commission and the corporation within 30 days after the effective date of the certificate, in which the member or director asserts that the certification of corporate action contained in the articles contains a misstatement of a material fact as to compliance with statutory requirements, specifying the particulars thereof. After hearing, on notice in writing to the corporation and the member or director, the Commission shall determine the issues and revoke or refuse to revoke its order accordingly. B. No court within or without the Commonwealth shall have
jurisdiction to enjoin or delay the holding of any meeting of directors or
members for the purpose of authorizing or consummating any amendment, merger,
domestication, or termination of corporate existence, or the execution or
filing with the Commission of any articles or other documents for such purpose,
except pursuant to subsection C. Notwithstanding any provision of subsection A to the contrary, the Commission shall have the power to act upon a petition filed by a corporation at any time to correct Commission records so as to eliminate the effects of clerical errors and of filings made by a person or persons without authority to act for the corporation. §13.1-823. Bylaws. A. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any provision §13.1-842. Notice of meeting. A. 1. A corporation shall notify members of the date, time and place of each annual and special members' meeting. Such notice shall be given no less than 10 nor more than 60 days before the meeting date except that notice of a members' meeting to act on an amendment of the articles of incorporation, a plan of merger, domestication, a proposed sale of assets pursuant to §13.1-900, or the dissolution of the corporation shall be given not less than 25 nor more than 60 days before the meeting date. Unless this Act or the articles of incorporation require otherwise, the corporation is required to give notice only to members entitled to vote at the meeting. 2. In lieu of delivering notice as specified in subdivision A 1, the corporation may publish such notice at least once a week for two successive calendar weeks in a newspaper published in the city or county in which the registered office is located, or having a general circulation therein, the first publication to be not more than 60 days, and the second not less than seven days before the date of the meeting. B. Unless this Act or the articles of incorporation require otherwise, notice of an annual meeting need not state the purpose or purposes for which the meeting is called. C. Notice of a special meeting shall state the purpose or purposes for which the meeting is called. D. If not otherwise fixed under §13.1-840 or 13.1-844, the record date for determining members entitled to notice of and to vote at an annual or special meeting is the day before the effective date of the notice to members. E. Unless the bylaws require otherwise, if an annual or
special meeting is adjourned to a different date, time, or place, notice need
not be given if the new date, time, or place is announced at the meeting before
adjournment. If a new record date for the adjourned meeting is or shall be
fixed under § §13.1-844.2. Remote participation in annual and special meetings. A. Members may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for members. Participation by means of remote communication shall be subject to such guidelines and procedures the board of directors adopts, and shall be in conformity with subsection B. B. Members participating in a members' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to: 1. Verify that each person participating remotely is a member; and 2. Provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings. §13.1-845. Members' list for meeting. A. B. C. The corporation shall make the list of members entitled to vote available at the meeting, and any member, or the member's agent or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.
E. Refusal or failure to prepare or make available a members' list does not affect the validity of action taken at the meeting. §13.1-847. Proxies. A. A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws otherwise provide, by proxy. B. A member or the member's agent or attorney-in-fact may
appoint a proxy to vote or otherwise act for the member by signing an
appointment form or by an electronic transmission. C. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspectors of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form. D. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: 1. A creditor of the corporation who extended it credit under terms requiring the appointment; 2. An employee of the corporation whose employment contract requires the appointment; or 3. A party to a voting agreement created under §13.1-852.2. E. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment. F. An appointment made irrevocable under subsection D is revoked when the interest with which it is coupled is extinguished. G. Subject to §13.1-848 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment. H. Any fiduciary who is entitled to vote any membership interest may vote such membership interest by proxy. §13.1-847.1. Voting procedures and inspectors of elections. A. A corporation may appoint one or more inspectors to act at a meeting of members and make a written report of the inspector's determinations. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of members, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. B. The inspectors shall (i) ascertain the number of members and the voting power of each, (ii) determine the number of the members represented at a meeting and the validity of proxies and ballots, (iii) count all votes, (iv) determine, and retain for a reasonable period a record of the disposition of, any challenges made to any determination by the inspectors, and (v) certify their determination of the number of members represented at the meeting and their count of all votes. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. In any court proceeding there shall be a rebuttable presumption that the report of the inspectors is correct. C. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the circuit court of the city or county where the corporation's principal office is located or, if none in the Commonwealth, where its registered office is located, upon application by a member, shall determine otherwise. D. In determining the validity of proxies and ballots and in counting the votes, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with subsection B of §13.1-847, ballots, and the regular books and records of the corporation. If the inspectors consider other reliable information for the limited purpose permitted herein, they shall specify, at the time that they make their certification pursuant to clause (v) of subsection B, the precise information that they considered, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for their belief that such information is accurate and reliable. E. If authorized by the board of directors, any member vote to be taken by written ballot may be satisfied by a ballot submitted by electronic transmission by the member or the member's proxy, provided that any such electronic transmission shall either set forth or be submitted with information from which it may be determined that the electronic transmission was authorized by the member or the member's proxy. §13.1-855. Number and election of directors. A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. B. The members may adopt a bylaw fixing the number of
directors and may direct that such bylaw not be amended by the board of
directors. C. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of directors. However, to the extent that the corporation has members with voting privileges, only the members may change the range for the size of the board of directors or change from a fixed to a variable-range size board or vice versa. D. Directors shall be elected or appointed in the manner provided in the articles of incorporation. If the corporation has members with voting privileges, directors shall be elected at the first annual members' meeting and at each annual meeting thereafter unless their terms are staggered under §13.1-858. E. No individual shall be named or elected as a director without his prior consent. §13.1-866. Notice of board of directors' meetings. A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. B. Special meetings of the board of directors shall be held upon such notice as is prescribed in the articles of incorporation or bylaws, or when not inconsistent with the articles of incorporation or bylaws, by resolution of the board of directors. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
§13.1-878. Advance for expenses. A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: 1. The director furnishes the corporation a signed written statement of his good faith belief that he has met the standard of conduct described in §13.1-876; 2. The director furnishes the corporation a signed written undertaking, executed personally or on his behalf, to repay any funds advanced if he is not entitled to mandatory indemnification under §13.1-877 and it is ultimately determined under §13.1-879.1 or 13.1-880 that he has not met the relevant standard of conduct. B. The undertaking required by subdivision A 2 shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. C. Authorizations of payments under this section shall be made by: 1. The board of directors: a. If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or b. If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection C of § 13.1-868, in which authorization directors who do not qualify as disinterested directors may participate; or 2. The members, but any membership interest under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization. §13.1-883. Application of article. A. Unless the articles of incorporation or bylaws expressly provide otherwise, any authorization of indemnification in the articles of incorporation or bylaws shall not be deemed to prevent the corporation from providing the indemnity permitted or mandated by this article. A corporation, by a provision in its articles of incorporation or bylaws or in a resolution adopted or contract approved by its board of directors or members, may obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with §13.1-876 and advance funds to pay for or reimburse expenses in accordance with §13.1-878. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection C of §13.1-878 and subsection C of § 13.1-880. B. Any corporation shall have power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the members or any resolution adopted, before or after the event, by the members, except an indemnity against (i) such person's willful misconduct, or (ii) a knowing violation of the criminal law. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed, unless the articles of incorporation or any such bylaw or resolution expressly provides otherwise, also to obligate the corporation to advance funds to pay for or reimburse expenses to the fullest extent permitted by law in accordance with §13.1-878 except that the applicable standard shall be conduct that does not constitute willful misconduct or a knowing violation of criminal law, rather than the standard of conduct prescribed in §13.1-876. Unless the articles of incorporation, or any such bylaw or resolution expressly provides otherwise, any determination as to the right to any further indemnity shall be made in accordance with subsection B of §13.1-880. Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person. C. The provisions of this article and Article 8 (§13.1-853 et seq.) of this Act shall apply to the same extent to any cooperative organized under the Code of Virginia. D. No right provided to any person pursuant to this section may be reduced or eliminated by any amendment of the articles of incorporation or bylaws with respect to any act or omission occurring before such amendment. E. This article does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with his appearance as a witness in a proceeding at a time when he is not a party. F. This article does not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent who is not a director or officer. §13.1-939. Saving provision. A. Except as provided in subsection B, the repeal of a statute by this Act does not affect: 1. The operation of the statute or any action taken under it before its repeal; 2. Any ratification, right, remedy, privilege, obligation or liability acquired, accrued, or incurred under the statute before its repeal; 3. Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or 4. Any proceeding commenced, or reorganization or dissolution authorized by the board of directors, under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed. B. If a penalty or punishment imposed for violation of a statute repealed by this Act is reduced by this Act, the penalty or punishment if not already imposed shall be imposed in accordance with this Act. C. If any provision of this chapter is deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by 15 U.S.C. §7002(a)(2). |
