                                 CODE OF VIRGINIA

INSPECTION OF RECORDS BY SHAREHOLDERS (§ 13.1-771)

A. Subject to subsection D of &#xA7; 13.1-772, a shareholder is entitled to
inspect and copy, during regular business hours at the corporation&#8217;s
principal office, any of the records of the corporation described in subsection
E of &#xA7; 13.1-770 if the shareholder delivers a signed written notice to the
corporation&#8217;s secretary of the shareholder&#8217;s demand at least 10
business days before the date on which the shareholder wishes to inspect and
copy.

B. For any meeting of shareholders for which the record date for determining
shareholders entitled to vote at the meeting is different than the record date
for notice of the meeting, any person who becomes a shareholder subsequent to
the record date for notice of the meeting and is entitled to vote at the meeting
is entitled to obtain from the corporation upon request the notice and any other
information provided by the corporation to shareholders in connection with the
meeting, unless the corporation has made such information generally available to
shareholders by posting it on its website or by other generally recognized
means. Failure of a corporation to provide such information does not affect the
validity of action taken at the meeting.

C. A shareholder is entitled to inspect and copy, during regular business hours
at a reasonable location specified by the corporation, any of the following
records of the corporation if the shareholder meets the requirements of
subsection D and delivers a signed written notice to the corporation&#8217;s
secretary of the shareholder&#8217;s demand at least 10 business days before the
date on which the shareholder wishes to inspect and copy:

   1. Excerpts from minutes of any meeting of, or records of any actions taken
   without a meeting by, the board of directors or a committee of the board of
   directors while acting in place of the board of directors on behalf of the
   corporation;

   2. Accounting ledgers and related work papers used in the preparation of the
   corporation&#8217;s most recent annual financial statements; and

   3. The record of shareholders of record maintained in accordance with
   subsection C of &#xA7; 13.1-770.

D. A shareholder may inspect and copy the records described in subsection C only
if:

   1. The shareholder (i) has been a shareholder for at least six months
   immediately preceding delivery of the shareholder&#8217;s demand or (ii) is
   the holder of record or beneficial owner of at least five percent of the
   outstanding shares entitled to vote generally in the election of directors;

   2. The shareholder&#8217;s demand is made in good faith and for a proper
   purpose;

   3. The shareholder&#8217;s demand describes with reasonable particularity the
   shareholder&#8217;s purpose and the records the shareholder desires to inspect
   and copy; and

   4. The records are directly connected with the shareholder&#8217;s purpose.

E. The corporation may enforce reasonable restrictions on the confidentiality,
use, or distribution of records described in subsection C.

F. The right of inspection granted by this section may not be abolished or
limited by a corporation&#8217;s articles of incorporation or bylaws.

G. This section does not affect:

   1. The right of a shareholder to inspect records under &#xA7; 13.1-661 or, if
   the shareholder is in litigation with the corporation, to the same extent as
   any other litigant; or

   2. For any corporation that is not a public corporation, the power of a court,
   independently of this chapter, to compel the production of such records as the
   court shall order after finding that the shareholder has established that the
   shareholder has satisfied the requirements of subsection D and that (i) the
   records that the shareholder seeks are material to the protection of the
   shareholder&#8217;s rights as a shareholder and (ii) the disclosure of the
   records will not adversely affect the corporation&#8217;s interest.

H. For purposes of this section, other than subdivision C 3,
&#8220;shareholder&#8221; includes a beneficial owner whose shares are held in a
voting trust or by a nominee on the shareholder&#8217;s behalf.

HISTORY: Code 1950, § 13.1-47; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005,
c. 765; 2008, c. 91; 2010, c. 782; 2019, c. 734.