                                 CODE OF VIRGINIA

NOTICE OF MEETING (§ 13.1-658)

A. Except as otherwise provided in subsection F, a corporation shall notify
shareholders of the date, time, and place, if any, of each annual and special
shareholders&#8217; meeting no fewer than 10 nor more than 60 days before the
meeting date except that notice of a shareholders&#8217; meeting to act on an
amendment of the articles of incorporation, a plan of merger, share exchange,
domestication, or conversion, a proposed sale of assets pursuant to &#xA7;
13.1-724, or the dissolution of the corporation shall be given not fewer than 25
nor more than 60 days before the meeting date. If the board of directors has
authorized participation by means of remote communication pursuant to &#xA7;
13.1-660.2 for holders of any class or series of shares, the notice to the
holders of such class or series of shares shall describe the means of remote
communication to be used. The notice shall include the record date for
determining the shareholders entitled to vote at the meeting, if such date is
different from the record date for determining shareholders entitled to notice
of the meeting. Unless this chapter or the articles of incorporation require
otherwise, the corporation is required to give notice only to shareholders
entitled to vote at the meeting as of the record date for determining the
shareholders entitled to notice of the meeting.

B. Unless the articles of incorporation or this chapter requires otherwise,
notice of an annual meeting of shareholders need not state the purpose or
purposes for which the meeting is called.

C. Notice of a special meeting of shareholders shall state the purpose or
purposes for which the meeting is called.

D. If not otherwise fixed under &#xA7; 13.1-656 or 13.1-660, the record date for
determining shareholders entitled to notice of and to vote at an annual or
special shareholders&#8217; meeting is the day before the first notice is
delivered to shareholders.

E. Unless the bylaws require otherwise, if an annual or special
shareholders&#8217; meeting is adjourned to a different date, time, or place,
notice need not be given of the new date, time, or place if the new date, time,
or place, if any, is announced at the meeting before adjournment. If a new
record date for the adjourned meeting is or shall be fixed under &#xA7;
13.1-660, however, notice of the adjourned meeting shall be given not fewer than
10 days before the meeting date to shareholders entitled to vote at such
adjourned meeting as of the record date fixed for notice of such adjourned
meeting.

HISTORY: Code 1950, § 13.1-26; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1984,
c. 301; 1985, c. 522; 1999, c. 102; 2001, c. 545; 2002, cc. 1, 285; 2005, c.
765; 2010, c. 782; 2015, c. 611; 2017, c. 646; 2019, c. 734; 2021, Sp. Sess. I,
c. 487.