                                 CODE OF VIRGINIA

CORPORATION&#8217;S ACCEPTANCE OF VOTES (§ 13.1-665)

A. If the name signed on a vote, ballot, consent, waiver, or proxy appointment
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, ballot, consent, waiver, or proxy
appointment and give it effect as the act of the shareholder.

B. If the name signed on a vote, ballot, consent, waiver, or proxy appointment
does not correspond to the name of the shareholder, the corporation, if acting
in good faith, is nevertheless entitled to accept the vote, ballot, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder
if:

   1. The shareholder is an entity and the name signed purports to be that of an
   officer or agent of the entity;

   2. The name signed purports to be that of an administrator, executor,
   guardian, conservator, committee, or curator representing the shareholder and,
   if the corporation requests, evidence of fiduciary status acceptable to the
   corporation has been presented with respect to the vote, ballot, consent,
   waiver, or proxy appointment;

   3. The name signed purports to be that of a receiver or trustee in bankruptcy
   of the shareholder and, if the corporation requests, evidence of this status
   acceptable to the corporation has been presented with respect to the vote,
   ballot, consent, waiver, or proxy appointment;

   4. The name signed purports to be that of a pledgee, beneficial owner, or
   attorney-in-fact of the shareholder and, if the corporation requests, evidence
   acceptable to the corporation of the signatory&#8217;s authority to sign for
   the shareholder has been presented with respect to the vote, ballot, consent,
   waiver, or proxy appointment; or

   5. Three or fewer persons are the shareholder as co-tenants or fiduciaries and
   the name signed purports to be the name of at least one of the co-owners and
   the person signing appears to be acting on behalf of all the co-owners.

C. Notwithstanding the provisions of subdivisions B 2 and B 5, in any case in
which the will, trust agreement, or other instrument under which a fiduciary
purports to act contains directions for the voting of shares in any corporation,
or for the execution and delivery of proxies for the voting thereof, such
directions shall be binding upon the fiduciary and upon the corporation if a
copy thereof has been furnished to the corporation.

D. The corporation is entitled to reject a vote, ballot, consent, waiver, or
proxy appointment if the person authorized to accept or reject such instrument
or count votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory&#8217;s authority to sign
for the shareholder.

E. Neither the corporation nor the person authorized to count votes, including
an inspector of election under &#xA7; 13.1-664.1, that accepts or rejects a
vote, ballot, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this section or subsection B of &#xA7; 13.1-663
is liable in damages to the shareholder for the consequences of the acceptance
or rejection.

F. Corporate action based on the acceptance or rejection of a vote, ballot,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

G. If an inspector of election has been appointed under &#xA7; 13.1-664.1, the
inspector of election also has the authority to request information and make
determinations under subsections A, B, C, and D.

H. If authorized by the board of directors, any shareholder vote to be taken at
a shareholders&#8217; meeting may be voted upon by a ballot submitted by
electronic transmission by the shareholder or the shareholder&#8217;s proxy,
provided that any such electronic transmission shall either set forth or be
submitted with information from which it can be determined that the electronic
transmission was authorized by the shareholder or the shareholder&#8217;s proxy.
A share that is voted by a ballot submitted by electronic transmission as
permitted by this subsection is deemed present at the shareholders&#8217;
meeting.

HISTORY: Code 1950, §§ 13-193 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958,
c. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 2005, c. 765; 2015, c. 611;
2019, c. 734.