Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
This section has more than one version with varying effective dates. Scroll down to see all versions.
§ 13.1-823. (Effective until January 1, 2027) 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 that is not inconsistent with law or the articles of incorporation.
Code 1950, §§ 13-234, 13.1-212; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2010, c. 171.
§ 13.1-823. (Effective January 1, 2027) 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 that is not in conflict with law or, unless the articles of incorporation provide otherwise, the articles of incorporation.
C. If the corporation is to have one or more classes of members, the bylaws may contain any provision designating the classes of members, stating the rights and qualification of the members of each class and conferring, limiting, or denying the right to vote.
D. The bylaws may contain a requirement that any or all internal corporate claims shall be brought exclusively in a circuit court or a federal district court in the Commonwealth, and if so specified, in any additional courts in the Commonwealth or any other jurisdiction in which the corporation maintains its principal office. As used in this section, "internal corporate claims" means (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action for breach of duty to the corporation or the corporation's members by any current or former officer, director, or member of the corporation; (iii) any action asserting a claim arising pursuant to this chapter or the corporation's articles of incorporation or bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine that is not included in clause (i), (ii), or (iii). Notwithstanding any other provision of this chapter, to the extent any provision of this chapter allows or requires an action or proceeding to be brought in the circuit court of the county or city where the corporation's principal office or registered office is located or in any other specified court location, such action or proceeding shall be brought instead in a court in the Commonwealth specified in a provision of the bylaws, if any, authorized by this subsection and adopted prior to the commencement of such action or proceeding.
E. No provision of the bylaws authorized by subsection D shall have the effect of conferring jurisdiction on any court or over any person or claim and no such provision shall apply if none of the courts specified by such provision have the requisite personal and subject matter jurisdiction. If the court specified in such provision does not have such jurisdiction and another court in the Commonwealth does have such jurisdiction, then the internal corporate claim may be brought in such court in the Commonwealth or in any other court with the requisite jurisdiction specified in the provision. No provision of the articles of incorporation or bylaws shall prohibit bringing an internal corporate claim in the courts of the Commonwealth or require any such claim to be determined by arbitration.
Code 1950, §§ 13-234, 13.1-212; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2010, c. 171; 2026, cc. 393, 394.
