                                 CODE OF VIRGINIA

EMERGENCY POWERS (§ 13.1-628)

A. In anticipation of or during an emergency, as described in subsection D of §
13.1-625, the board of directors of a corporation may:

   1. Modify lines of succession to accommodate the incapacity of any director,
   officer, employee, or agent; and

   2. Relocate the principal office, designate alternative principal offices or
   regional offices, or authorize the officers to do so.

B. During such an emergency, unless emergency bylaws provide otherwise:

   1. Notice of a meeting of the board of directors need be given only to those
   directors whom it is practicable to reach and may be given in any practicable
   manner, including by electronic transmission, press release, publication, or
   radio; and

   2. One or more officers of the corporation present at a meeting of the board
   of directors may be deemed by a majority of the directors present at the
   meeting to be directors for the meeting, in order of rank and within the same
   rank in order of seniority, as necessary to achieve a quorum.

C. During such an emergency, the board of directors, or, if a quorum cannot be
readily convened for a meeting, a majority of the directors present, may:

   1. Take any action that it determines to be practical and necessary to address
   circumstances of the emergency with respect to a meeting of shareholders
   notwithstanding anything to the contrary in this chapter or in the articles of
   incorporation or bylaws, including (i) to postpone any such meeting to a later
   time or date, with the record date for determining the shareholders entitled
   to notice of, and to vote at, such meeting applying to the postponed meeting
   irrespective of &#xA7; 13.1-660, unless the board of directors fixes a new
   record date, and (ii) with respect to a corporation subject to the reporting
   requirements of &#xA7; 13(a) or 15(d) of the federal Securities Exchange Act
   of 1934, as amended, to notify shareholders of any postponement, a change of
   the place of the meeting, or a change to hold the meeting solely by means of
   remote communication pursuant to &#xA7; 13.1-660.2 solely by a document
   publicly filed by the corporation with the U.S. Securities and Exchange
   Commission pursuant to &#xA7; 13, 14, or 15(d) of the federal Securities
   Exchange Act of 1934, as amended; and

   2. With respect to any distribution that has been declared as to which the
   record date has not occurred, cancel such distribution, change the amount of
   such distribution, or change the record date or the payment date to a later
   date; provided that, in any such case, the corporation gives notice of such
   action to shareholders as promptly as practicable thereafter, and in any event
   before the record date theretofore in effect. Such notice, in the case of a
   corporation subject to the reporting requirements of &#xA7; 13(a) or 15(d) of
   the federal Securities Exchange Act of 1934, as amended, may be given solely
   by a document publicly filed by the corporation with the U.S. Securities and
   Exchange Commission pursuant to &#xA7; 13, 14, or 15(d) of the federal
   Securities Exchange Act of 1934, as amended.
   				No person shall be liable and no meeting of shareholders shall be
   postponed or voided for the failure to make a list of shareholders available
   pursuant to &#xA7; 13.1-661 if it was not practicable to allow inspection
   during such an emergency.

D. Corporate action taken in good faith during such an emergency under this
section to further the ordinary business affairs of the corporation:

   1. Binds the corporation; and

   2. May not be used to impose liability on a director, officer, employee, or
   agent of the corporation.

HISTORY: 1985, c. 522; 2005, c. 765; 2021, Sp. Sess. I, c. 487.