Form Scc889 - Guide For Articles Of Restatement Of A Virginia Nonstock Corporation printable pdf download

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

SCC889

GUIDE FOR ARTICLES OF RESTATEMENT

(04/08)

OF A VIRGINIA NONSTOCK CORPORATION

ARTICLES OF RESTATEMENT 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:

The name of the corporation immediately prior to restatement is

(current name of corporation)

The restatement contains (or, does not contain) an amendment to the articles of incorporation.

The text of the (amended and) restated articles of incorporation is attached hereto.

The restatement was adopted by the corporation on

(date)

(Set forth the manner by which the restatement was adopted. See Options A and B, below:)

Option A (If the corporation has members with voting rights, set forth either (1) or (2), below,

whichever is applicable.)

(1) The restatement was adopted by unanimous consent of the members.

(2) The restatement was proposed by the board of directors and submitted to the members in

accordance with the provisions of Chapter 10 of Title 13.1 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 restatement by each voting

group entitled to vote separately on the restatement was:

Voting group

Total votes FOR

Total votes AGAINST

_______________

________________

_________________

_______________

________________

_________________

Or (ii) the total number of undisputed votes cast for the restatement separately by each

voting group was:

Voting group

Total undisputed votes FOR

_______________

______________________

_______________

______________________

(b)

And the number cast for the restatement by each voting group was sufficient for approval

by that voting group.

Option B (If the board of directors adopted the restatement without member approval pursuant

to § 13.1-889 of the Code of Virginia, set this forth with the reason why member approval was not

required.)

The restatement was adopted at a meeting of the board of directors by a vote of at least two-thirds

of the directors in office. Member approval of the restatement was not required because: (Set forth

either (1), (2), (3) or (4), below.)

(1) The corporation has no members.

(2) The corporation has no members with voting rights.

(3) The restatement does not include an amendment to the articles of incorporation. OR

(4) The restatement effects a change described in subsection B of § 13.1-885 of the Code of Virginia.

Executed in the name of the corporation by:

(signature)

(date)

(printed name)

(corporate title)

(corporation’s SCC ID no.)

(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