                                 CODE OF VIRGINIA

VOTING FOR DIRECTORS; CUMULATIVE VOTING (§ 13.1-669)

A. Unless otherwise provided in the articles of incorporation or the bylaws,
directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.

B. Shareholders do not have a right to cumulate their votes for directors unless
the articles of incorporation so provide.

C. A statement included in the articles of incorporation that &#8220;[all] or [a
designated voting group of] shareholders are entitled to cumulate their votes
for directors,&#8221; or words of similar import, means that the shareholders
designated are entitled to multiply the number of votes they are entitled to
cast by the number of directors for whom they are entitled to vote and cast the
product for a single candidate or distribute the product among two or more
candidates.

D. Shares otherwise entitled to vote cumulatively may not be voted cumulatively
at a particular meeting unless the meeting notice or proxy statement
accompanying the notice states conspicuously that cumulative voting is
authorized.

E. If a corporation&#8217;s articles of incorporation authorize shareholders to
cumulate their votes when electing directors, directors may not be elected by
written consent pursuant to &#xA7; 13.1-657 unless it is unanimous.

HISTORY: Code 1950, §§ 13-193 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958,
c. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 2005, c. 765; 2007, c. 165;
2019, c. 734.