                                 CODE OF VIRGINIA

REMOTE PARTICIPATION IN SHAREHOLDERS&#8217; MEETINGS (§ 13.1-660.2)

A. Shareholders of any class or series of shares may participate in any meeting
of shareholders by means of remote communication to the extent the board of
directors authorizes such participation for such class or series. Participation
as a shareholder by means of remote communication shall be subject to such
guidelines and procedures as the board of directors adopts.

B. Shareholders participating in a shareholders&#8217; meeting by means of
remote communication shall be deemed present and may vote at such a meeting if
the corporation has implemented reasonable measures to:

   1. Verify that each person participating remotely as a shareholder is a
   shareholder or a shareholder&#8217;s proxy; and

   2. Provide such shareholders a reasonable opportunity to participate in the
   meeting and to vote on matters submitted to the shareholders, including an
   opportunity to read or hear the proceedings of the meeting, substantially
   concurrently with such proceedings.

C. Unless the articles of incorporation or bylaws require the meeting of
shareholders to be held at a place, the board of directors may determine that
any meeting of shareholders shall not be held at any place and shall instead be
held solely by means of remote communication in conformity with subsection B.

HISTORY: 2010, c. 782; 2017, c. 646; 2019, c. 734.