This is the 2026 edition of the code. This is the current edition. It was last updated Aug 02, 2026. Browse all editions.

§ 13.1-714 Amendment of bylaws by board of directors or shareholders

A. A corporation’s shareholders may amend or repeal the corporation’s bylaws.

B. A corporation’s board of directors may amend or repeal the corporation’s bylaws except to the extent that:

1. The articles of incorporation or § 13.1-715 reserves that power exclusively to the shareholders; or

2. Except as provided in subsection E of § 13.1-624, the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.

C. A shareholder of the corporation does not have a vested property right resulting from any provision in the bylaws.

History

The record of this law’s original creation isn’t available online. The oldest record of it is its appearance in the Code of Virginia of 1950, as §§ 13-10 and 13.1-24. It has been modified 5 times. Those modifications are cataloged by “The Acts of Assembly,” a state publication, by year and chapter. Those modifications that can be read on the General Assembly’s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1985, chapter 522; in 2005, chapter 765; in 2010, chapter 782; in 2019, chapter 734.

Code 1950, §§ 13-10, 13.1-24; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2010, c. 782; 2019, c. 734.

Download