                                 CODE OF VIRGINIA

POWERS (§ 13.1-1009)

Unless the articles of organization provide otherwise, every limited liability
company has perpetual duration and succession in its name and has the same
powers as an individual to do all things necessary or convenient to carry out
its business and affairs, including, without limitation, power:

1. To sue and be sued, complain and defend in its name;

2. To purchase, receive, lease or otherwise acquire, and own, hold, improve, use
and otherwise deal with, real or personal property, or any legal or equitable
interest in property, wherever located;

3. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of
all or any part of its property;

4. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote,
use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with
shares or other interests in, or obligations of, any other person;

5. To make contracts and guaranties, incur liabilities, borrow money, issue its
notes, bonds, and other obligations, and secure any of its obligations by
mortgage or pledge of any of its property, franchises or income;

6. To lend money, invest and reinvest its funds, and receive and hold real and
personal property as security for repayment;

7. To conduct its business, locate offices, and exercise the powers granted by
this chapter within or without this Commonwealth;

8. To elect and appoint managers, employees and agents of the limited liability
company, define their duties, fix their compensation, and lend them money and
credit;

9. To pay pensions and establish pension plans, pension trusts, profit sharing
plans, and benefit and incentive plans for all or any of the current or former
managers, members, employees, and agents of the limited liability company or any
of its subsidiaries;

10. To make donations to the public welfare or for religious, charitable,
scientific, literary or educational purposes;

11. To make payments or donations, or do any other act, not inconsistent with
this section or any other applicable law, that furthers the business and affairs
of the limited liability company;

12. To pay compensation, or to pay additional compensation to any or all
managers, members, and employees on account of services previously rendered to
the limited liability company, whether or not an agreement to pay such
compensation was made before such services were rendered;

13. To insure for its benefit the life of any of its managers, members, or
employees, to insure the life of any member for the purpose of acquiring at his
death the interest owned by such member and to continue such insurance after the
relationship terminates;

14. To cease its activities, wind up its affairs, and proceed to cancel its
existence;

15. To enter into partnership agreements, joint ventures, or other associations
of any kind with any person or persons;

16. Subject to such standards and restrictions, if any, as are set forth in its
articles of organization or an operating agreement, to indemnify and hold
harmless any member or manager or other person from and against any and all
claims and demands whatsoever, and to pay for or reimburse any member or manager
or other person for reasonable expenses incurred by such a person who is a party
to a proceeding in advance of final disposition of the proceeding;

17. To transact any lawful business that a corporation, partnership, or other
business entity may conduct under the laws of the Commonwealth subject, however,
to any and all laws and restrictions that govern or limit the conduct of such
activity by such corporation, partnership or other business entity; and

18. To have and exercise all powers necessary or convenient to effect any or all
of the purposes for which the limited liability company is organized.

HISTORY: 1991, c. 168; 2004, c. 601; 2006, c. 912; 2008, c. 108; 2013, c. 17.