                                 CODE OF VIRGINIA

RIGHT OF ACTION (§ 13.1-790)

A. The duties of directors and officers under this article, the obligation of a
benefit corporation to prepare and make available the annual benefit report
required under &#xA7; 13.1-791, and the general and any specific public benefit
purpose of a benefit corporation may be enforced only in a benefit enforcement
proceeding. No person may bring an action or assert a claim against a benefit
corporation or its directors or officers with respect to the duties of directors
and officers under this article and the general and any specific public benefit
purpose of the benefit corporation except in a benefit enforcement proceeding.

B. A benefit enforcement proceeding may be commenced or maintained only:

   1. Directly by the benefit corporation; or

   2. Derivatively by:
   				a. A shareholder of the benefit corporation;
   				b. A director of the benefit corporation; or
   				c. Other persons as specified in the articles of incorporation or bylaws
   of the benefit corporation.

HISTORY: 2011, c. 698.