                                 CODE OF VIRGINIA

VOTING RIGHTS (§ 13.1-728.3)

A. Notwithstanding any contrary provision of this chapter, shares acquired in a
control share acquisition have no voting rights unless voting rights are granted
by resolution adopted by the shareholders of the public corporation. If such a
resolution is adopted, such shares shall thereafter have the voting rights they
would have had in the absence of this article.

B. To be adopted under this section, the resolution shall be approved by a
majority of all the votes which could be cast in a vote on the election of
directors by all the outstanding shares other than interested shares. Interested
shares shall not be entitled to vote on the matter, and in determining whether a
quorum exists, all interested shares shall be disregarded. For the purpose of
this subsection, the interested shares shall be determined as of the record date
for determining the shareholders entitled to vote at the meeting.

C. If no resolution is adopted under this section in respect of shares acquired
in a control share acquisition and beneficial ownership of such shares is
subsequently transferred in circumstances where the transferor no longer has
beneficial ownership of such shares and the transferee is not engaged in a
control share acquisition, then such shares shall thereafter have the voting
rights they would have had in the absence of this article.

HISTORY: 1989, c. 14; 2005, c. 765.