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Virginia Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation

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As the title states, this form is a sample resolution authorizing an increase in the number of directors of the corporation.
The Virginia Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation is a legal document that allows a corporation's shareholders to grant approval for expanding the number of directors within the organization. This resolution is a critical step for corporations looking to accommodate growth, increase diversity in the board, or restructure their leadership. Key factors to consider when drafting a Virginia Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation include the current number of directors, the proposed increase, and the reasons behind seeking this change. This resolution should outline the specific details and procedures necessary to effectuate the increase in the number of directors. It is essential to ensure that the resolution adheres to the laws and requirements set forth by the Virginia State Corporation Commission. The document should reference relevant sections of the Virginia Code, such as Title 13.1, which governs corporations, or specific provisions such as § 13.1-630, which details procedures regarding the increase in directors. There are various types of Virginia Resolutions of Shareholders Authorizing an Increase in the Number of Directors of Corporation, depending on the circumstances and goals of the company. Some examples include: 1. General Increase Resolution: This resolution aims to increase the overall quantity of directors without any specific conditions or qualifications. The shareholders simply affirm their support for expanding the board size. 2. Specific Qualification Resolution: In certain cases, shareholders may want to specify certain qualifications or expertise for the additional directors. This resolution outlines the specific criteria required for the new directors, ensuring that they possess the relevant skills and experience. 3. Growth-based Resolution: When a corporation anticipates significant growth or a fundamental shift in its operations, shareholders may pass a resolution to increase the number of directors. This resolution acknowledges the need for additional leadership to accommodate the organization's expanding scope and complexity. 4. Diversity Resolution: Acknowledging the importance of diverse perspectives and experiences in corporate decision-making, shareholders may pass a resolution to increase the number of directors with specific diversity criteria, such as gender, ethnicity, or background. Regardless of the type of resolution, it is crucial to observe the corporation's bylaws and any current shareholder agreements that may affect the process. It is advisable to consult with legal counsel to ensure compliance with applicable laws and regulations. A properly drafted Virginia Resolution of Shareholders Authorizing an Increase in the Number of Directors is vital for maintaining corporate governance and board effectiveness.

The Virginia Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation is a legal document that allows a corporation's shareholders to grant approval for expanding the number of directors within the organization. This resolution is a critical step for corporations looking to accommodate growth, increase diversity in the board, or restructure their leadership. Key factors to consider when drafting a Virginia Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation include the current number of directors, the proposed increase, and the reasons behind seeking this change. This resolution should outline the specific details and procedures necessary to effectuate the increase in the number of directors. It is essential to ensure that the resolution adheres to the laws and requirements set forth by the Virginia State Corporation Commission. The document should reference relevant sections of the Virginia Code, such as Title 13.1, which governs corporations, or specific provisions such as § 13.1-630, which details procedures regarding the increase in directors. There are various types of Virginia Resolutions of Shareholders Authorizing an Increase in the Number of Directors of Corporation, depending on the circumstances and goals of the company. Some examples include: 1. General Increase Resolution: This resolution aims to increase the overall quantity of directors without any specific conditions or qualifications. The shareholders simply affirm their support for expanding the board size. 2. Specific Qualification Resolution: In certain cases, shareholders may want to specify certain qualifications or expertise for the additional directors. This resolution outlines the specific criteria required for the new directors, ensuring that they possess the relevant skills and experience. 3. Growth-based Resolution: When a corporation anticipates significant growth or a fundamental shift in its operations, shareholders may pass a resolution to increase the number of directors. This resolution acknowledges the need for additional leadership to accommodate the organization's expanding scope and complexity. 4. Diversity Resolution: Acknowledging the importance of diverse perspectives and experiences in corporate decision-making, shareholders may pass a resolution to increase the number of directors with specific diversity criteria, such as gender, ethnicity, or background. Regardless of the type of resolution, it is crucial to observe the corporation's bylaws and any current shareholder agreements that may affect the process. It is advisable to consult with legal counsel to ensure compliance with applicable laws and regulations. A properly drafted Virginia Resolution of Shareholders Authorizing an Increase in the Number of Directors is vital for maintaining corporate governance and board effectiveness.

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FAQ

No individual shall be named or elected as a director without his prior consent.

If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.

§ 13.1-742. The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. 2. The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection E.

Action without meeting. A. Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, in which case no action by the board of directors shall be required.

Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and ...

A. Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, in which case no action by the board of directors shall be required.

At the meeting, the director who is being removed can speak and have any written representations read. The resolution to remove the director is passed if more than 50% of shareholders who are allowed to vote, vote in favour.

A. Where no shares of the corporation are issued and outstanding, a corporation's board of directors may adopt an amendment of the corporation's articles of incorporation without shareholder approval.

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Election of directors by certain classes or series of shares. If the articles of incorporation authorize dividing the shares into classes or series, the ... C. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group ...RESOLVED FURTHER, that the holders of a majority of the outstanding shares of Common Stock of the Corporation hereby approve and authorize the filing of the ... Each director then serves a 2 or 3-year term. If a vacancy occurs on the board, it can usually be filled by either the shareholders or the remaining directors. Mar 7, 2023 — Retaining a new member of the board; Selling shares in the corporation or increasing dividend amounts; A merger or acquisition; A real estate ... by DT Murphy · Cited by 35 — Revised Statute section 13.1-640 is new to Virginia law. This sec- tion first authorizes the corporation to issue up to the number of shares of each class ... by AR Brownstein · 2004 · Cited by 83 — Basically, they are saying "Well, this is what the shareholders are saying, and I don't want to face a withhold-the- vote campaign." Directors today are very, ... Exhibit 99 RESOLUTION OF THE BOARD OF DIRECTORS OF EDISON INTERNATIONAL Adopted: May 18, 2000 RE: 2000 EQUITY PLAN ADOPTION AND EQUITY COMPENSATION PLAN ... No shares are authorized. When forming a profit, a stock nonprofit, or a professional service corporation, the Articles of. Incorporation must state the number ... (b) The board of directors of a corporation shall consist of 1 or more members, each of whom shall be a natural person. The number of directors shall be fixed ...

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Virginia Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation