                                 CODE OF VIRGINIA

ARTICLES OF INCORPORATION (§ 13.1-819)

A. The articles of incorporation shall set forth:

   1. A corporate name for the corporation that satisfies the requirements of
   &#xA7; 13.1-829.

   2. If the corporation is to have no members, a statement to that effect.

   3. If the corporation is to have one or more classes of members, any provision
   which the incorporators elect to set forth in the articles of incorporation
   or, if the articles of incorporation so provide, in the bylaws designating the
   class or classes of members, stating the qualifications and rights of the
   members of each class and conferring, limiting or denying the right to vote.

   4. If the directors or any of them are not to be elected or appointed by one
   or more classes of members, a statement of the manner in which such directors
   shall be elected or appointed, and a designation of ex officio directors, if
   any.

   5. The address of the corporation&#8217;s initial registered office (including
   both (i) the post-office address with street and number, if any, and (ii) the
   name of the city or county in which it is located), and the name of its
   initial registered agent at that office, and that the agent is either (i) an
   individual who is a resident of Virginia and either a director of the
   corporation or a member of the Virginia State Bar or (ii) a domestic or
   foreign stock or nonstock corporation, limited liability company or registered
   limited liability partnership authorized to transact business in the
   Commonwealth.

B. The articles of incorporation may set forth:

   1. The names and addresses of the individuals who are to serve as the initial
   directors;

   2. Provisions not inconsistent with law:
   				a. Stating the purpose or purposes for which the corporation is organized;
   				b. Regarding the management of the business and regulation of the affairs
   of the corporation;
   				c. Defining, limiting and regulating the powers of the corporation, its
   directors, and its members; and
   				d. Any provision that under this Act is required or permitted to be set
   forth in the bylaws.

C. The articles of incorporation need not set forth any of the corporate powers
enumerated in this Act.

D. Provisions of the articles of incorporation may be made dependent upon facts
objectively ascertainable outside the articles of incorporation in accordance
with subsection L of &#xA7; 13.1-804.

E. Except as provided in subsection A of &#xA7; 13.1-855, whenever a provision
of the articles of incorporation is inconsistent with a bylaw, the provision of
the articles of incorporation shall be controlling.

HISTORY: Code 1950, § 13.1-231; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1982,
c. 182; 1985, c. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517,
541; 2007, c. 925.