An Act to amend and reenact §§ 13.1-803, 13.1-804, 13.1-804.1, 13.1-806 through 13.1-811, 13.1-813 through 13.1-816, 13.1-819 through 13.1-828, 13.1-831, 13.1-834, 13.1-835, 13.1-837 through 13.1-852.1, 13.1-853 through 13.1-860, 13.1-862, 13.1-864, 13.1-865, 13.1-867 through 13.1-870.1, 13.1-871, 13.1-872 through 13.1-897.1, 13.1-898.2 through 13.1-898.5, 13.1-899, 13.1-900, 13.1-902, 13.1-904 through 13.1-910, 13.1-912 through 13.1-923, 13.1-925 through 13.1-936.1, 13.1-937, 13.1-939, 13.1-945, 13.1-1002, and 13.1-1082 of the Code of Virginia; to amend the Code of Virginia by adding in Chapter 10 of Title 13.1 an article numbered 1.1, consisting of sections numbered 13.1-814.2 through 13.1-814.9, by adding sections numbered 13.1-837.1 and 13.1-837.2, by adding in Article 7 of Chapter 10 of Title 13.1 a section numbered 13.1-852.01, by adding in Chapter 10 of Title 13.1 an article numbered 7.2, consisting of sections numbered 13.1-852.3 through 13.1-852.7, by adding sections numbered 13.1-861.1, 13.1-871.2, 13.1-889.1, 13.1-894.1, 13.1-895.1, and 13.1-898.5:1, by adding in Chapter 10 of Title 13.1 an article numbered 11.2, consisting of sections numbered 13.1-898.8 through 13.1-898.14, by adding in Article 13 of Chapter 10 of Title 13.1 a section numbered 13.1-901.1, by adding in Chapter 10 of Title 13.1 an article numbered 13.1, consisting of sections numbered 13.1-918.1 and 13.1-918.2, and by adding a section numbered 13.1-935.2; and to repeal §§ 13.1-898.6 and 13.1-898.7 and Article 17.1 (§§ 13.1-944.1 through 13.1-944.7) of Chapter 10 of Title 13.1 of the Code of Virginia, relating to Virginia Nonstock Corporation Act.
SB246 is a comprehensive rewrite and modernization of Virginia’s Nonstock Corporation Act. It updates definitions, filing rules, notice provisions, member and director governance, and Commission procedures, while also adding new articles covering ratification of defective corporate actions, derivative proceedings, mergers and interest exchanges, domestication, conversion, and charitable-corporation protections. The bill also revises provisions on dissolution, withdrawal, reinstatement, recordkeeping, inspection rights, annual reports, and fees, and it repeals obsolete nonstock-corporation provisions to align the chapter with current corporate practice.
A major feature of the bill is that it expands and clarifies the legal mechanics for nonstock corporations and related entities. It authorizes electronic notices and consents more broadly, modernizes meeting and voting procedures, and provides explicit rules for remote participation, proxy voting, record dates, and board action without meetings. It also creates detailed procedures for ratifying defective corporate acts and for judicial review of elections, office disputes, and derivative suits, giving corporations and members clearer pathways to cure authorization defects and resolve internal disputes.
The bill’s impact on state law is substantial because it amends a large portion of Title 13.1 and adds multiple new articles, effectively reorganizing the statutory framework governing Virginia nonstock corporations. It also updates cross-references and filing requirements at the State Corporation Commission, changes fee schedules, and revises dissolution and foreign-corporation provisions to reflect modern entity transactions such as merger, domestication, conversion, and interest exchange. In practical terms, it affects nonprofit and other nonstock corporations, their members, directors, officers, registered agents, and the Commission that administers filings and certificates.
The overall sentiment reflected in the bill’s legislative history is strongly favorable and largely noncontroversial. It moved through committee and floor votes unanimously or near-unanimously at each stage, including unanimous Senate passage, unanimous House committee action, and unanimous agreement to House amendments by the Senate. That voting pattern suggests broad bipartisan support for the modernization effort and little public opposition in the recorded history.
The main points of contention appear to be technical rather than ideological. The bill is highly detailed and makes extensive conforming changes, so the likely issues were drafting precision, internal consistency, and how the new procedures interact with existing nonprofit governance documents, community association declarations, and charitable-asset rules. The addition of new ratification, derivative, and internal-governance provisions may also have prompted careful review by practitioners, but the recorded votes show no significant disagreement over the policy direction.
SB246 substantially revises Chapter 10 of Title 13.1 of the Code of Virginia, which governs nonstock corporations, by amending dozens of existing sections and adding new articles on ratification of defective corporate actions, derivative proceedings, mergers and interest exchanges, domestication, conversion, and charitable-corporation protections. It modernizes filing, notice, voting, recordkeeping, dissolution, reinstatement, and foreign-corporation provisions, updates fee schedules, and repeals obsolete sections of the former Virginia Nonstock Corporation Act. The bill primarily affects nonprofit and other nonstock corporations, their members, directors, officers, registered agents, and the State Corporation Commission.
The recorded legislative history shows overwhelmingly positive sentiment. The bill passed committee and floor votes unanimously or nearly unanimously in both chambers, including unanimous Senate passage, unanimous committee reporting, and unanimous Senate agreement to House amendments. That pattern indicates broad consensus that the bill was a needed technical and structural update to Virginia’s nonstock-corporation law.
There is no evidence of major policy opposition in the available record. Any concerns were likely technical and drafting-related, given the bill’s length and the breadth of conforming amendments across corporate governance, filing, and transaction provisions. The most likely areas for scrutiny were the new ratification and derivative-proceeding rules, the interaction with bylaws and community-association documents, and the detailed changes to member rights, electronic communications, and Commission procedures, but none of these issues produced recorded dissent.