                                 CODE OF VIRGINIA

COMMITTEES (§ 13.1-689)

A. Unless the articles of incorporation or bylaws provide otherwise, a board of
directors may establish one or more committees of the board of directors to
perform functions of the board of directors and appoint two or more directors of
the board of directors to serve on each committee. While non-board members may
also be appointed to a committee, they may not vote on any matter for which the
committee is performing a function of the board of directors. Each committee
member serves at the pleasure of the board of directors.

B. Unless the articles of incorporation or bylaws provide otherwise, the
establishment of a committee and appointment of members to it shall be approved
by the greater number of (i) a majority of all the directors in office when the
action is taken or (ii) the number of directors required by the articles of
incorporation or bylaws to take action under &#xA7; 13.1-688.

C. Sections 13.1-684 through 13.1-688, which govern meetings, action without
meetings, notice and waiver of notice, and quorum and voting requirements of the
board of directors, apply to committees and their members as well.

D. To the extent specified by the board of directors or in the articles of
incorporation or bylaws, each committee may exercise the authority of the board
of directors under § 13.1-673, except that a committee may not:

   1. Approve or propose to shareholders action that this chapter requires to be
   approved by shareholders;

   2. Fill vacancies on the board of directors or, subject to subsection E, on
   any committee;

   3. Amend the articles of incorporation pursuant to &#xA7; 13.1-706;

   4. Adopt, amend, or repeal the bylaws;

   5. Approve a plan of merger not requiring shareholder approval;

   6. Authorize or approve a distribution, except according to a formula or
   method, or within limits, prescribed by the board of directors; or

   7. Authorize or approve the issuance or sale or contract for sale of shares,
   or determine the designation and rights, preferences, and limitations of a
   class or series of shares, except that the board of directors may (i)
   authorize a committee to do so subject to such limits, if any, as may be
   prescribed by the board of directors, and (ii) authorize a senior executive
   officer of the corporation to do so subject to such limits, if any, as may be
   prescribed by the board of directors or by subsection C of &#xA7; 13.1-646.

E. The board of directors may appoint one or more directors as alternate members
of any committee to replace any absent or disqualified member during the
member&#8217;s absence or disqualification. Unless the articles of incorporation
or the bylaws or the resolutions of the board of directors establishing the
committee provide otherwise, in the event of the absence or disqualification of
a member of a committee and there are no alternate members appointed by the
board of directors, the member or members of the committee present at any
meeting and not disqualified from voting may by unanimous action appoint another
director to act in place of the absent or disqualified member during that
member&#8217;s absence or disqualification.

HISTORY: Code 1950, § 13.1-40; 1956, c. 428; 1975, c. 500; 1980, c. 341; 1985,
c. 522; 2005, c. 765; 2010, c. 782; 2019, c. 734.