                                 CODE OF VIRGINIA

BYLAWS (§ 13.1-624)

A. The incorporators or board of directors of a corporation shall adopt initial
bylaws for the corporation.

B. The bylaws of a corporation may contain any provision that is not
inconsistent with law or the articles of incorporation.

C. The bylaws may contain one or more of the following provisions:

   1. A requirement that if the corporation solicits proxies or consents with
   respect to an election of directors, the corporation include in its proxy
   statement and any form of its proxy or consent, to the extent and subject to
   such procedures or conditions as are provided in the bylaws, one or more
   individuals nominated by a shareholder in addition to individuals nominated by
   the board of directors; and

   2. A requirement that any or all internal corporate claims shall be brought
   exclusively in a circuit court or a federal district court in the Commonwealth
   and, if so specified, in any additional courts in the Commonwealth or in any
   other jurisdictions in which the corporation maintains its principal office.
   As used in this subdivision, &#8220;internal corporate claims&#8221; means (i)
   any derivative action or proceeding brought on behalf of the corporation; (ii)
   any action for breach of duty to the corporation or the corporation&#8217;s
   shareholders by any current or former officer, director, or shareholder of the
   corporation; (iii) any action asserting a claim arising pursuant to this
   chapter or the corporation&#8217;s articles of incorporation or bylaws; or
   (iv) any action asserting a claim governed by the internal affairs doctrine
   that is not included in clause (i), (ii), or (iii). Notwithstanding any other
   provision of this chapter to the contrary, to the extent any provision of this
   chapter allows or requires an action or proceeding to be brought in the
   circuit court of the county or city where the corporation&#8217;s principal
   office or registered office is located or in any other specified court
   location, such action or proceeding shall instead be brought in a court in the
   Commonwealth specified in a bylaw, if any, authorized by this subdivision and
   adopted prior to the commencement of such action or proceeding.

D. A provision of the bylaws adopted under subdivision C 2 shall not have the
effect of conferring jurisdiction on any court or over any person or claim, and
shall not apply if none of the courts specified by such provision has the
requisite personal and subject matter jurisdiction. If the court or courts
specified in a provision adopted under subdivision C 2 do not have the requisite
personal and subject matter jurisdiction and another court of the Commonwealth
does have such jurisdiction, then the internal corporate claim may be brought in
such other court of the Commonwealth, notwithstanding that such other court of
the Commonwealth is not specified in such provision, and in any other court
specified in such provision that has the requisite jurisdiction. No provision of
the articles of incorporation or the bylaws may prohibit bringing an internal
corporate claim in the courts of the Commonwealth or require any such claim to
be determined by arbitration.

E. Notwithstanding subdivision B 2 of &#xA7; 13.1-714, the shareholders in
amending, repealing, or adopting a bylaw described in subdivision C 1 may not
limit the authority of the board of directors to amend or repeal any condition
or procedure set forth in, or to add any procedure or condition to, such a bylaw
to provide for a reasonable, practicable, and orderly process.

HISTORY: Code 1950, §§ 13-10, 13.1-24; 1956, c. 428; 1985, c. 522; 2010, c.
782; 2015, c. 611; 2019, c. 734; 2020, c. 1226.