                                 CODE OF VIRGINIA

ACTION WITHOUT MEETING (§ 13.1-657)

A. Action required or permitted by this chapter to be taken at a
shareholders&#8217; meeting may be taken without a meeting if the action is
taken by all the shareholders entitled to vote on the action, in which case no
action by the board of directors shall be required. The action shall be
evidenced by one or more written consents bearing the date of signature and
describing the action taken, signed by all the shareholders entitled to vote on
the action and delivered to the corporation&#8217;s secretary for filing by the
corporation with the minutes of the meeting or corporate records.

B. The articles of incorporation may authorize action by shareholders by less
than unanimous written consent, provided that the taking of such action is
consistent with any requirements that may be set forth in the articles of
incorporation, the bylaws, or this section; however, unless the articles of
incorporation of a public corporation authorized action by shareholders by less
than unanimous written consent as of April 1, 2018, the shareholders of the
public corporation shall not be entitled to act by less than unanimous written
consent even if so authorized by the articles of incorporation if the articles
of incorporation or bylaws of such public corporation allow the holders of 30
percent or fewer of all votes entitled to be cast to demand the calling of a
special meeting of shareholders. For action by shareholders by less than
unanimous written consent to be valid:

   1. It shall be an action that this chapter requires or permits to be taken at
   a shareholders&#8217; meeting;

   2. The articles of incorporation shall authorize action by shareholders by
   less than unanimous written consent and, if a public corporation at the time
   of such authorization in addition to the other limitations in this subsection
   B, the inclusion of the authorization in the articles of incorporation was
   approved by each voting group entitled to vote by the greater of:
   				a. The vote of that voting group required by the articles of incorporation
   to amend the articles of incorporation; or
   				b. More than two-thirds of all votes that the voting group is entitled to
   cast on the amendment;

   3. At least 10 days before the holders of more than 10 percent of the
   outstanding shares of any voting group entitled to vote on the action to be
   taken have signed the written consent, the corporation&#8217;s secretary shall
   have received a copy of the form of written consent setting forth the action
   to be taken;

   4. If required by this chapter, the articles of incorporation, or the bylaws,
   the board of directors shall have approved this action; and

   5. The holders of not less than the minimum number of outstanding shares of
   each voting group entitled to vote on the action that would be required to
   take the action at a shareholders&#8217; meeting at which all shares of each
   voting group entitled to vote on the action were present and voted shall have
   signed written consents setting forth the action to be taken.

C. A written consent shall bear the date on which each shareholder signed the
consent and be delivered to the corporation&#8217;s secretary for inclusion in
the minutes or filing with the corporate records.

D. If not otherwise fixed under &#xA7; 13.1-656 or 13.1-660 and if prior action
by the board of directors is not required respecting the action to be taken
without a meeting, the record date for determining the shareholders entitled to
take action without a meeting shall be the first date on which a signed written
consent is delivered to the corporation&#8217;s secretary. If not otherwise
fixed under &#xA7; 13.1-656 or 13.1-660 and if prior action by the board of
directors is required respecting the action to be taken without a meeting, the
record date shall be the close of business on the day the action of the board is
taken. No written consent shall be effective to take the action referred to in
such consent unless, within 60 days of the earliest date on which a consent
delivered to the corporation&#8217;s secretary as required by this section was
signed, written consents signed by the holders of shares having sufficient votes
to take the corporate action have been delivered to the corporation&#8217;s
secretary. A written consent may be revoked by a writing to that effect
delivered to the corporation&#8217;s secretary before unrevoked written consents
sufficient in number to take the corporate action are delivered to the
corporation.

E. A consent signed pursuant to the provisions of this section has the effect of
a vote taken at a meeting and may be described as such in any document. Unless
the articles of incorporation, bylaws, or a resolution of the board of directors
provides for a reasonable delay to permit tabulation of written consents, the
action taken by written consent shall be effective when (i) written consents
signed by the holders of shares having sufficient votes to adopt or take the
action are delivered to the corporation&#8217;s secretary or (ii) if an
effective date is specified therein, as of such date provided such consent
states the date of execution by the consenting shareholder.

F. For purposes of this section, a written consent and the signing thereof may
be accomplished by one or more electronic transmissions.

G. Any person, whether or not then a shareholder, may provide that a consent in
writing as a shareholder shall be effective at a future time, including the time
when an event occurs, but such future time shall not be more than 60 days after
such provision is made. Any such consent shall be deemed to have been made for
purposes of this section at the future time so specified for the consent to be
effective, provided that (i) the person is a shareholder at such future time and
(ii) the person did not revoke the consent prior to such future time. Any such
consent may be revoked, in the manner provided in subsection D, prior to its
becoming effective.

H. If this chapter requires that notice of a proposed action be given to
nonvoting shareholders and the action is to be taken by written consent of the
voting shareholders, the corporation shall give its nonvoting shareholders
written notice of the action not more than 10 days after (i) written consents
sufficient to take the action have been delivered to the corporation&#8217;s
secretary, or (ii) such later date that tabulation of consents is completed
pursuant to an authorization under subsection E. The notice shall reasonably
describe the action taken and contain or be accompanied by the same material
that, under any provision of this chapter, would have been required to be sent
to nonvoting shareholders in a notice of a meeting at which the proposed action
would have been submitted to the shareholders for action.

I. If action is taken by less than unanimous written consent of the voting
shareholders, the corporation shall give its nonconsenting voting shareholders
written notice of the action not more than 10 days after (i) written consents
sufficient to take the action have been delivered to the corporation&#8217;s
secretary or (ii) such later date that tabulation of consents is completed
pursuant to an authorization under subsection E. The notice shall reasonably
describe the action taken and contain or be accompanied by the same material,
that under any provision of this chapter, would have been required to be sent to
voting shareholders in a notice of a meeting at which the action would have been
submitted to the shareholders for action.

J. The notice requirements in subsections H and I shall not delay the
effectiveness of actions taken by written consent, and a failure to comply with
such notice requirements shall not invalidate actions taken by written consent,
provided that this subsection shall not be deemed to limit judicial power to
fashion any appropriate remedy in favor of a shareholder adversely affected by a
failure to give such notice within the required time period.

HISTORY: Code 1950, § 13.1-28; 1956, c. 428; 1985, c. 522; 1999, c. 416; 2003,
c. 728; 2005, c. 765; 2007, c. 165; 2008, c. 91; 2010, c. 782; 2012, c. 706;
2015, c. 611; 2018, cc. 267, 308; 2019, c. 734; 2020, c. 1226.