                                 CODE OF VIRGINIA

VACANCY ON BOARD OF DIRECTORS (§ 13.1-682)

A. Unless the articles of incorporation provide otherwise, if a vacancy occurs
on the board of directors, including a vacancy resulting from an increase in the
number of directors:

   1. The shareholders may fill the vacancy;

   2. The board of directors may fill the vacancy; or

   3. If the directors remaining in office are less than a quorum of the board of
   directors, they may fill the vacancy by the affirmative vote of a majority of
   the directors remaining in office.

B. Unless the articles of incorporation provide otherwise, if the vacant office
was held by a director elected by a voting group of shareholders, only the
shareholders of that voting group are entitled to vote to fill the vacancy if it
is filled by the shareholders and only the remaining directors elected by that
voting group, even if less than a quorum of the board of directors, are entitled
to fill the vacancy if it is filled by the remaining directors.

C. A vacancy that will occur at a specific later date, by reason of a
resignation effective at a later date under subsection B of &#xA7; 13.1-679 or
otherwise, may be filled before the vacancy occurs but the new director may not
take office until the vacancy occurs.

D. The corporation may file an amended annual report with the Commission
indicating the filling of a vacancy.

HISTORY: Code 1950, § 13.1-38; 1956, c. 428; 1985, c. 522; 1991, c. 124; 2007,
c. 165; 2019, c. 734.