                                 CODE OF VIRGINIA

DUTIES OF OFFICERS (§ 13.1-694)

A. Each officer has the authority and shall perform the duties set forth in the
bylaws or, to the extent consistent with the bylaws, the duties prescribed by
the board of directors or by direction of an officer authorized by the board of
directors to prescribe the duties of other officers.

B. In discharging his duties, an officer who does not have knowledge that makes
reliance unwarranted is entitled to rely on:

   1. The performance of properly delegated responsibilities by one or more
   employees of the corporation whom the officer believes in good faith to be
   reliable and competent in performing the responsibilities delegated; or

   2. Information, opinions, reports or statements, including financial
   statements and other financial data, prepared or presented by one or more
   employees of the corporation whom the officer believes in good faith to be
   reliable and competent in the matters presented or by legal counsel, public
   accountants, or other persons retained by the corporation as to matters
   involving skills or expertise the officer believes in good faith are matters
   (i) within the particular person&#8217;s professional or expert competence or
   (ii) as to which the particular person merits confidence.

HISTORY: Code 1950, § 13.1-45; 1956, c. 428; 1972, c. 606; 1975, c. 500; 1982,
c. 372; 1985, c. 522; 2019, c. 734.