                                 CODE OF VIRGINIA

AUTHORIZED SHARES (§ 13.1-638)

A. The articles of incorporation shall set forth any classes of shares and
series of shares within a class, and the number of shares of each class and
series, that the corporation is authorized to issue. If more than one class or
series of shares is authorized, the articles of incorporation shall prescribe a
distinguishing designation for each class or series and, before the issuance of
shares of a class or series, describe the terms, including the preferences,
rights and limitations of that class or series. Except to the extent varied as
permitted by this section or by subsection B of &#xA7; 13.1-646, all shares of a
class or series shall have terms, including preferences, rights, and
limitations, that are identical with those of other shares of the same class or
series.

B. The articles of incorporation shall authorize:

   1. One or more classes or series of shares that together have full voting
   rights; and

   2. One or more classes or series of shares, which may be the same class or
   classes or series as those with voting rights, that together are entitled to
   receive the net assets of the corporation upon dissolution.

C. The articles of incorporation may authorize one or more classes or series of
shares that:

   1. Have special, conditional, or limited voting rights, or no right to vote,
   except to the extent otherwise provided by this chapter;

   2. Are redeemable or convertible as specified in the articles of
   incorporation:
   				a. At the option of the corporation, the shareholder, or another person or
   upon the occurrence of a specified event;
   				b. For cash, indebtedness, securities, or other property; and
   				c. At prices and in amounts specified or determined in accordance with a
   formula;

   3. Entitle the holders to distributions, calculated in any manner, including
   distributions that may be cumulative, noncumulative or partially cumulative;

   4. Have preference over any other class or series of shares with respect to
   distributions, including distributions upon the dissolution of the
   corporation; or

   5. Entitle the holders to other specified rights, including a right that no
   transaction of a specified nature shall be consummated while any such shares
   remain outstanding except upon the assent of the holders of all or a specified
   portion of such shares.

D. Any of the terms of shares may be made dependent upon facts objectively
ascertainable outside the articles of incorporation in accordance with
subsection L of &#xA7; 13.1-604.

E. Any of the terms of shares may vary among holders of the same class or series
so long as such variations are expressly set forth in the articles of
incorporation.

F. The description of the preferences, rights, and limitations of classes or
series of shares in subsection C is not exhaustive.

HISTORY: Code 1950, §§ 13.1-12, 13.1-13; 1956, c. 428; 1958, c. 564; 1985, c.
522; 1990, c. 423; 2005, c. 765; 2019, c. 734.