                                 CODE OF VIRGINIA

REFERENDUM (§ 13.1-328)

The articles of incorporation or bylaws may provide that upon demand of
two-fifths of all the directors, any matter that has been approved or passed by
the board must be referred to the members for their approval before it becomes
effective. No referendum shall be allowed unless it is demanded by the required
number of directors at the meeting at which the matter in question is adopted.
The referendum of the members may be conducted by mail ballots or by their vote
taken at the next annual meeting or at a special meeting called for such
purpose. Immediately upon receipt of a written petition signed by at least
twenty per centum of the members, the board of directors shall require the
secretary to conduct a referendum on the matter set forth in said petition.

HISTORY: Code 1950, § 13-262; 1956, c. 428.