VA HB439

Amends and reenacts over 100 sections of the Virginia Nonstock Corporation Act (Chapter 10 of Title 13.1) to modernize governance provisions for nonprofit corporations organized under Virginia law.

Adds new definitions including "charitable asset," "charitable corporation," "charitable purpose," "distribution," "domestication," "conversion," "merger," and "interest holder liability" to clarify terminology used throughout the Act.

Creates new articles governing ratification of defective corporate actions (Article 1.1), derivative proceedings (Article 7.2), and conversion procedures (Article 11.2) for nonstock corporations.

Repeals existing sections 13.1-898.6, 13.1-898.7, and Article 17.1 (sections 13.1-944.1 through 13.1-944.7) related to older entity conversion procedures.

Updates filing requirements, document standards, and electronic transmission rules while modernizing terminology such as changing "chairman" to "chair" and clarifying disinterested director standards.