Guide For Articles Of Amendment Nonstock Corporation Form. This is a Virginia form and can be use in Corporation Secretary Of State.
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COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC888 (09/11) GUIDE FOR ARTICLES OF AMENDMENT NONSTOCK CORPORATION ARTICLES OF AMENDMENT OF (current name of corporation) The undersigned, on behalf of the nonstock corporation set forth below, pursuant to Title 13.1, Chapter 10, Article 10 of the Code of Virginia, states as follows: 1. 2. 3. 4. The name of the corporation is (current name of corporation) . (Set forth the text of each amendment adopted or the information required by subdivision L5 of § 13.1-804 of the Code of Virginia.) The foregoing amendment(s) was (were) adopted by the corporation on (date) . (Set forth the manner by which the amendment(s) was (were) adopted. See Options A, B and C, below:) Option A (If the corporation has members with voting rights, set forth either (1) or (2), below, whichever is applicable.) (1) (2) The amendment(s) was (were) adopted by unanimous consent of the members. OR The amendment(s) was (were) proposed by the board of directors and submitted to the members in accordance with the provisions of Title 13.1, Chapter 10 of the Code of Virginia, and at a meeting of the members at which a quorum of each voting group was present: (a) Either (i) the total number of votes cast for and against the amendment(s) by each voting group entitled to vote separately on the amendment(s) was: Voting group ____________ ____________ Total votes FOR _____________ _____________ Total votes AGAINST _________________ _________________ Or (ii) the total number of undisputed votes cast for the amendment(s) separately by each voting group was: Voting group ____________ ____________ (b) Total undisputed votes FOR ______________________ ______________________ And the number cast for the amendment(s) by each voting group was sufficient for approval by that voting group. Option B (If the board of directors adopted the amendment(s) without member approval, set this forth with the reason why member approval was not required. See § 13.1-888 of the Code of Virginia.) The adoption of the amendment(s) was duly approved by the board of directors by a vote of at least two-thirds of the directors in office. Member approval of the amendment(s) was not required because: (Set forth either (1), (2) or (3), below.) (1) The corporation has no members; (2) The corporation has no members with voting rights; OR (3) The amendment(s) effect(s) a change described in subsection B of § 13.1-885 of the Code of Virginia. Option C (If adopted by the incorporator(s) pursuant to § 13.1-887.1 of the Code of Virginia, set forth the following:) The adoption of the amendment(s) was duly approved by (a majority of) the incorporator(s). Member and director approval of the amendment(s) was not required because the corporation has not yet completed its organization and there are no members or directors. Executed in the name of the corporation by: (signature) (printed name) (corporation's SCC ID no.) (date) (corporate title) (telephone number (optional)) PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public viewing. THIS FORM IS TO BE USED AS A GUIDE ONLY. SEE INSTRUCTIONS ON THE REVERSE American LegalNet, Inc. www.FormsWorkFlow.com INSTRUCTIONS TO FORM SCC888 Guideform SCC888 has been produced by the Commission as a guide for the preparation of articles of amendment. Please note, however, that a marked-up version of this guideform will not be accepted. The articles must be separately prepared, using this form as a guide, inserting appropriate information and omitting all inapplicable portions, including the header, seal of the Commission, italicized text, and the text of options not utilized. This guideform can be downloaded from our website at www.scc.virginia.gov/clk/formfee.aspx. The articles must be in the English language, typewritten or printed in black on white, opaque paper 8 1/2" by 11" in size, legible and reproducible, and free of visible watermarks and background logos. A minimum of 1" must be provided on the left, top and bottom margins and 1/2" on the right margin. Use only one side of a page. The articles must be executed in the name of the corporation 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. If the corporation has not appointed any directors, the articles must be executed by an incorporator. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. See § 13.1-811 of the Code of Virginia. These articles will not be filed until all fees and penalties to be collected by the Commission under the Virginia Nonstock Corporation Act have been paid by or on behalf of the corporation; provided, however, that an assessed annual registration fee does not have to be paid prior to the filing of these articles if the articles are filed with an effective date that is on or before the due date of the annual registration fee payment. See § 13.1-815 of the Code of Virginia. Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $25.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, (866) 722-2551. NOTE A corporation's board of directors may adopt an amendment to the corporation's articles of incorporation without member action to (i) delete the names and addresses of the initial directors, (ii) delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Commission, or (iii) add, delete, or change a geographic attribution for the name. See subsection B of § 13.1-885 of the Code of Virginia. The registered office and/or registered agent cannot be changed by filing articles of amendment to the articles of incorporation. Such change can only be accomplished by filing a statement of change of a registered office and/or regi