                                 CODE OF VIRGINIA

TRANSFER OF SHARES (§ 13.1-550)

A. No shareholder of a corporation organized under this chapter may sell or
transfer his shares in such corporation except to (i) the corporation, (ii)
another individual or professional business entity who is eligible to be a
shareholder of such corporation, (iii) a qualified charitable remainder trust as
defined in subsection B, or (iv) the trustees of an eligible employee stock
ownership plan. In the case of a corporation rendering the services of
architects, professional engineers, land surveyors and certified landscape
architects, or any combination thereof, no person who is not duly licensed or
otherwise legally authorized to render one such service shall be eligible unless
at least two-thirds of the remaining shares after the sale or transfer shall be
held by individuals or professional business entities duly licensed or otherwise
legally authorized to perform one such service.

B. As used in this section, &#8220;qualified charitable remainder trust&#8221;
means a trust meeting the requirements of § 664 of the United States Internal
Revenue Code of 1986, as amended, and which meets all of the following
conditions:

   1. Has one or more current income beneficiaries, all of which are eligible to
   be a shareholder in the corporation under &#xA7; 13.1-544.

   2. Has a trustee or independent special trustee who:
   				a. Is eligible to be a shareholder in the corporation under &#xA7;
   13.1-544; and
   				b. Has exclusive authority over the shares of the corporation while the
   shares are held in the trust.

   3. Has one or more irrevocably designated charitable remaindermen, all of
   which must at all times be domiciled or maintain a local chapter in the
   Commonwealth of Virginia.

   4. When transferring any assets during the term of the trust to charitable
   organizations, the distributions are made only to charitable organizations
   described in &#xA7; 170(c) of the Internal Revenue Code that are domiciled or
   maintain a local chapter in this Commonwealth.

HISTORY: 1970, c. 77; 1980, c. 757; 1999, c. 100; 2006, cc. 672, 715; 2008, c.
265.