                                 CODE OF VIRGINIA

TERMS OF DIRECTORS GENERALLY (§ 13.1-677)

A. The terms of the initial directors of a corporation expire at the first
shareholders&#8217; meeting at which directors are elected, unless their terms
are staggered pursuant to &#xA7; 13.1-678, in which case the term shall expire
at the applicable second or third annual shareholders&#8217; meeting.

B. The terms of all other directors expire at the next, or if the terms are
staggered pursuant to &#xA7; 13.1-678, at the applicable second or third annual
shareholders&#8217; meeting following their election, except to the extent a
shorter term is specified in the articles of incorporation in the event of a
director nominee failing to receive a specified vote for election.

C. A decrease in the number of directors does not shorten an incumbent
director&#8217;s term.

D. The term of a director elected by the board of directors to fill a vacancy
expires at the next shareholders&#8217; meeting at which directors are elected.

E. Except to the extent otherwise provided in the articles of incorporation,
despite the expiration of a director&#8217;s term, the director continues to
serve until the director&#8217;s successor is elected and qualifies or until
there is a decrease in the number of directors.

F. Notwithstanding the foregoing provisions, the terms of the directors of a
corporation registered under the federal Investment Company Act of 1940 shall
expire according to, and otherwise be governed by, the provisions of the federal
Investment Company Act of 1940.

HISTORY: Code 1950, § 13.1-36; 1956, c. 428; 1968, c. 87; 1973, c. 50; 1974, c.
662; 1977, c. 123; 1982, c. 104; 1985, c. 522; 1990, c. 228; 2005, c. 765; 2007,
c. 165; 2019, c. 734.