                                 CODE OF VIRGINIA

GENERAL POWERS (§ 13.1-627)

A. Unless its articles of incorporation provide otherwise, every corporation has
perpetual duration and succession in its corporate 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 corporate name;

   2. To have a corporate seal, which may be altered at will, and to use it, or a
   facsimile of it, by impressing or affixing it or in any other manner
   reproducing it;

   3. To make and amend bylaws, not inconsistent with its articles of
   incorporation or with the laws of the Commonwealth;

   4. 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;

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

   6. 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 entity;

   7. To make contracts and guarantees, incur liabilities, borrow money, issue
   its notes, bonds, and other securities and obligations, which may be
   convertible into or include the option to purchase other securities or
   property of the corporation, and secure any of its obligations by mortgage or
   pledge of any of its property, franchises, or income;

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

   9. To conduct its business, locate offices, and exercise the powers granted by
   this chapter in or outside of the Commonwealth;

   10. To elect directors and appoint officers, employees, and agents of the
   corporation, define their duties, fix their compensation, and lend them money
   and credit;

   11. To pay pensions and establish pension plans, pension trusts, profit
   sharing plans, share bonus plans, share option plans, share purchase plans and
   benefit and incentive plans for any or all of the current or former directors,
   officers, employees, and agents of the corporation or any of its subsidiaries;

   12. To make donations for the public welfare or for religious, charitable,
   scientific, literary or educational purposes, except that corporations subject
   to regulation as to rates by the Commission shall not have power to make
   donations in excess of five percent of net income computed before federal and
   state taxes on income and without taking into account any deduction for gifts;

   13. Except as otherwise provided in subsection B, to be a promoter, partner,
   member, associate, or manager of any partnership, joint venture, trust, or
   other entity;

   14. 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 corporation;

   15. To pay compensation, or to pay additional compensation, to any or all
   directors, officers and employees on account of services previously rendered
   to the corporation, whether or not an agreement to pay such compensation was
   made before such services were rendered;

   16. To insure for its benefit the life of any of its directors, officers or
   employees, to insure the life of any shareholder for the purpose of acquiring
   at his death shares owned by such shareholder and to continue such insurance
   after the relationship terminates;

   17. To cease its corporate activities and surrender its corporate franchise;
   and

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

B. Each corporation other than a public service company, a banking corporation,
an insurance corporation, a savings institution, or a credit union shall have
power to enter into partnership agreements, joint ventures, or other
associations of any kind with any person or persons. The foregoing limitations
on public service companies, banking corporations, insurance corporations,
savings institutions, and credit unions shall not apply to the purchase by any
such entity of any security of a limited liability company. The term
&#8220;public service company&#8221; as used in this subsection shall not apply
to railroads, which shall have the power given other corporations generally by
this subsection. The foregoing limitation on public service companies shall not
apply to partnership agreements, joint ventures, or other associations where the
purposes of such partnerships, joint ventures, or other associations are
activities that the public service company could lawfully engage in without
participation in a partnership, joint venture, or association and will require
an equity investment by the public service company and debt with recourse to the
public service company of an amount not more than one percent of its net equity
as measured at the end of the most recent fiscal year so long as all such
partnerships, joint ventures, and associations collectively will require an
equity investment by the public service company and debt with recourse to the
public service company of less than five percent of the net equity of the public
service company as measured at the end of the most recent fiscal year. Upon
application by the public service company, the Commission may approve any
partnership agreements, joint ventures, or other associations that exceed the
equity investment criteria set forth above. The foregoing limitation on public
service companies shall not apply to partnership agreements, joint ventures, or
other associations between telephone companies and telephone companies, whether
in corporate or other form, or between telephone companies and commonly owned
affiliates of telephone companies for the purpose of providing domestic cellular
radio telecommunication service.

C. Privileges and powers conferred and restrictions and requirements imposed by
other titles of the Code on railroads or other public service companies, banking
corporations, insurance corporations, savings and loan associations, credit
unions, industrial loan associations, or other special types of corporations,
shall not be deemed repealed or amended by any provision of this chapter except
where specifically so provided.

D. Each corporation that is deemed a private foundation, as defined in &#xA7;
509 of the Internal Revenue Code, unless its articles of incorporation expressly
provide otherwise, shall distribute its income and, if necessary, principal, for
each taxable year at such time and in such manner as not to subject such
corporation to tax under &#xA7; 4942 of the Internal Revenue Code. Such
corporation shall not engage in any act of self-dealing, as defined in &#xA7;
4941(d) of the Internal Revenue Code, retain any excess business holdings, as
defined in &#xA7; 4943(c) of the Internal Revenue Code, make any investments in
such manner as to give rise to liability for the tax imposed by &#xA7; 4944 of
the Internal Revenue Code, or make any taxable expenditures, as defined in
&#xA7; 4945(d) of the Internal Revenue Code. This subsection shall apply to any
corporation organized after December 31, 1969, under this chapter or under the
Virginia Stock Corporation Act (&#xA7; 13.1-601 et seq.) enacted by Chapter 428
of the 1956 Acts of General Assembly; and to any corporation organized before
January 1, 1970, only for its taxable years beginning on and after January 1,
1972, unless the exceptions provided in &#xA7; 508(e)(2)(A) or (B) of the
Internal Revenue Code shall apply or unless the board of directors of such
corporation shall elect that such restrictions as contained in this subsection
shall not apply by filing written notice of such election with the Attorney
General and the clerk of the Commission on or before December 31, 1971. Each
reference to a section of the Internal Revenue Code made in this subsection
shall include future amendments to such Code sections and corresponding
provisions of future internal revenue laws.

HISTORY: Code 1950, § 13.1-2.1; 1975, c. 500; 1977, c. 508; 1983, c. 534; 1984,
c. 406; 1985, c. 522; 1993, cc. 61, 143, 419; 1994, c. 452; 1996, cc. 16, 257;
2005, c. 765; 2015, c. 611; 2019, c. 734.