                                 CODE OF VIRGINIA

SPECIAL MEETING (§ 13.1-655)

A. A corporation shall hold a special meeting of shareholders:

   1. On call of the chairman of the board of directors, the president, the board
   of directors, or the person or persons authorized to do so by the articles of
   incorporation or bylaws; or

   2. In the case of a corporation that is not a public corporation and that has
   35 or fewer shareholders of record, if the holders of at least 20 percent of
   all the votes entitled to be cast on an issue proposed to be considered at the
   special meeting sign, date, and deliver to the corporation&#8217;s secretary
   one or more written demands for the meeting describing the purpose or purposes
   for which it is to be held. For such a corporation, the articles of
   incorporation may provide for an increase or decrease in the percentage stated
   in this subdivision or may prohibit shareholders from calling a special
   meeting.

B. Unless otherwise provided in the articles of incorporation, a written demand
for a special meeting may be revoked by a writing, including an electronic
transmission, to that effect received by the corporation&#8217;s secretary
before the start of the special meeting.

C. If not otherwise fixed under &#xA7; 13.1-656 or 13.1-660, the record date for
determining shareholders entitled to demand a special meeting shall be the first
date on which a signed shareholder demand is delivered to the
corporation&#8217;s secretary. No written demand for a special meeting shall be
effective unless, within 60 days of the earliest date on which such a demand
delivered to the corporation&#8217;s secretary as required by this section was
signed, written demands signed by shareholders that satisfy the requirements of
subsection A have been delivered to the corporation&#8217;s secretary.

D. Except as otherwise determined by the board of directors acting pursuant to
subsection C of &#xA7; 13.1-660.2, special meetings of shareholders may be held
in or outside of the Commonwealth at the place stated in or fixed in accordance
with the bylaws. If no place is so stated or fixed, special meetings shall be
held at the corporation&#8217;s principal office.

E. Only business within the purpose or purposes described in the meeting notice
required by subsection C of &#xA7; 13.1-658 may be conducted at a special
meeting of shareholders.

HISTORY: Code 1950, § 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2003,
c. 728; 2005, c. 765; 2012, c. 706; 2017, c. 646; 2019, c. 734.