                                 CODE OF VIRGINIA

VOTING ENTITLEMENT OF SHARES (§ 13.1-662)

A. Except as provided in subsections B, C, D, and E or unless the articles of
incorporation provide otherwise, each outstanding share, regardless of class or
series, is entitled to one vote on each matter voted on at a shareholders&#8217;
meeting. Only shares are entitled to vote.

B. Unless the articles of incorporation provide otherwise, in the election of
directors each outstanding share, regardless of class or series, is entitled to
one vote for as many persons as there are directors to be elected at that time
and for whose election the shareholder has a right to vote.

C. Redeemable shares are not entitled to vote after delivery of written notice
of redemption is effective and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

D. Shares of a corporation are not entitled to vote if they are owned directly
or indirectly through an entity of which a majority of the voting power is held
directly or indirectly by the corporation or that is otherwise controlled by the
corporation.

E. If a corporation holds in a fiduciary capacity its own shares directly, or
indirectly through an entity of which a majority of the voting power is held
directly or indirectly by the corporation or that is otherwise controlled by the
corporation, such shares shall not be deemed to be outstanding and entitled to
vote unless:

   1. The corporation has authority to vote the shares only in accordance with
   directions of the principal or beneficiary; or

   2. A co-fiduciary exists, pursuant to &#xA7; 6.2-1011 or otherwise, in which
   event the co-fiduciary may vote the shares.

F. Shares standing in the name of another corporation, domestic or foreign, may
be voted by such officers, agent, or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, as the board of directors of
such corporation may determine.

G. Shares standing in the name of a partnership may be voted by any partner.
Shares standing in the name of a limited liability company may be voted as the
articles of organization or an operating agreement may prescribe, or in the
absence of any such provision as the managers, or if there are no managers, the
members of the limited liability company may determine.

H. Shares held by three or fewer persons as joint tenants or tenants in common
or tenants by the entirety may be voted by any of such persons. If more than one
of such tenants votes such shares, the vote shall be divided among them in
proportion to the number of such tenants voting.

I. Shares held by an administrator, executor, guardian, conservator, committee,
or curator representing the shareholder may be voted by such person without a
transfer of such shares into such person&#8217;s name. Shares standing in the
name of a trustee may be voted by the trustee, but no trustee is entitled to
vote shares held by the trustee without a transfer of such shares into the
trustee&#8217;s name.

J. Shares standing in the name of a receiver or a trustee in proceedings under
the federal Bankruptcy Reform Act of 1978 may be voted by such person. Shares
held by or under the control of a receiver or a trustee in proceedings under the
federal Bankruptcy Reform Act of 1978 may be voted by such person without the
transfer thereof into such person&#8217;s name if authority to do so is
contained in an order of the court by which such person was appointed.

K. Nothing herein contained shall prevent trustees or other fiduciaries holding
shares registered in the name of a nominee pursuant to &#xA7; 6.2-1010 from
causing such shares to be voted by such nominee as the trustee or other
fiduciary may direct. Such nominee may vote shares as directed by a trustee or
other fiduciary without the necessity of transferring the shares to the name of
the trustee or other fiduciary.

L. A shareholder whose shares are pledged is entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee is entitled to vote the shares so transferred.

M. The articles of incorporation may provide that the holders of bonds or
debentures shall be entitled to vote on specified matters and such right shall
not be terminated except upon consent of the holders of two-thirds in aggregate
principal amount.

N. Subject to the provisions of &#xA7; 13.1-665, when shares are held by more
than one of the fiduciaries referred to in this section, the shares shall be
voted as determined by a majority of such fiduciaries, except that (i) if they
are equally divided as to a vote, the vote of the shares is divided equally and
(ii) if only one of such fiduciaries is present in person or by proxy at a
meeting, the fiduciary shall be entitled to vote all the shares. A proxy
apparently executed by one of several of such fiduciaries shall be presumed to
be valid until challenged and the burden of proving invalidity shall rest on the
challenger.

HISTORY: Code 1950, §§ 13-192 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958,
c. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 1990, c. 267; 1997, c. 801;
2005, c. 765; 2019, c. 734.