                                 CODE OF VIRGINIA

GENERAL POWERS (§ 13.1-826)

A. Unless its articles of incorporation provide otherwise, every corporation has
perpetual duration and succession in its corporate name and has the same powers
as an individual to do all things necessary or convenient to carry out its
business and affairs, including, without limitation, power:

   1. To sue and be sued, complain and defend, in its corporate name;

   2. To have a corporate seal, which may be altered at will, and to use it, or a
   facsimile of it, by impressing or affixing it or in any other manner
   reproducing it;

   3. To purchase, receive, lease, or otherwise acquire, and own, hold, improve,
   use and otherwise deal with, real or personal property, or any legal or
   equitable interest in property, wherever located;

   4. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose
   of all or any part of its property;

   5. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote,
   use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal with
   shares or other interests in, or obligations of, any other entity;

   6. To make contracts and guarantees, incur liabilities, borrow money, and
   issue its notes, bonds, and other obligations, which may be convertible into,
   or include the option to purchase, other securities or property of the
   corporation, and secure any of its obligations by mortgage or pledge of any of
   its property, franchises, or income;

   7. To lend money, invest and reinvest its funds, and receive and hold real and
   personal property as security for repayment;

   8. To transact its business, locate offices, and exercise the powers granted
   by this chapter within or without the Commonwealth;

   9. To elect directors and appoint officers, employees, and agents of the
   corporation, define their duties, fix their compensation, and lend them money
   and credit;

   10. To make and amend bylaws, not inconsistent with its articles of
   incorporation or with the laws of the Commonwealth;

   11. To make donations for the public welfare or for religious, charitable,
   scientific, literary or educational purposes;

   12. To pay pensions and establish pension plans, pension trusts,
   profit-sharing plans, bonus plans, and benefit and incentive plans for any or
   all of the current or former directors, officers, employees, and agents of the
   corporation or any of its subsidiaries;

   13. To insure for its benefit the life of any of its directors, officers, or
   employees and to continue such insurance after the relationship terminates;

   14. To make payments or donations or do any other act not inconsistent with
   this section or any other applicable law that furthers the business and
   affairs of the corporation;

   15. To pay compensation or to pay additional compensation to any or all
   directors, officers, and employees on account of services previously rendered
   to the corporation, whether or not an agreement to pay such compensation was
   made before such services were rendered;

   16. To cease its corporate activities and surrender its corporate franchise;
   and

   17. To have and exercise all powers necessary or convenient to effect any or
   all of the purposes for which the corporation is organized.

B. Each corporation other than a banking corporation, an insurance corporation,
a savings institution or a credit union shall have power to enter into
partnership agreements, joint ventures or other associations of any kind with
any person or persons. The foregoing limitations on banking corporations,
insurance corporations, savings institutions, and credit unions shall not apply
to the purchase by any such entity of any security of a limited liability
company.

C. Privileges and powers conferred and restrictions and requirements imposed by
other titles of the Code on railroads or other public service companies, banking
corporations, insurance corporations, savings institutions, credit unions,
industrial loan associations or other special types of corporations shall not be
deemed repealed or amended by any provision of this chapter except where
specifically so provided.

D. Each corporation which is deemed a private foundation, as defined in &#xA7;
509 of the Internal Revenue Code, unless its articles of incorporation expressly
provide otherwise, shall distribute its income and, if necessary, principal, for
each taxable year at such time and in such manner as not to subject such
corporation to tax under &#xA7; 4942 of the Internal Revenue Code. Such
corporation shall not engage in any act of self-dealing, as defined in &#xA7;
4941(d) of the Internal Revenue Code, retain any excess business holdings, as
defined in &#xA7; 4943(c) of the Internal Revenue Code, make any investments in
such manner as to give rise to liability for the tax imposed by &#xA7; 4944 of
the Internal Revenue Code, or make any taxable expenditures, as defined in
&#xA7; 4945(d) of the Internal Revenue Code. This subsection shall apply to any
corporation organized after December 31, 1969, under this chapter or under the
Virginia Nonstock Corporation Act (&#xA7; 13.1-201 et seq.) enacted by Chapter
428 of the Acts of Assembly of 1956; and to any corporation organized before
January 1, 1970, only for its taxable years beginning on and after January 1,
1972, unless the exceptions provided in &#xA7; 508(e)(2)(B) or (C) of the
Internal Revenue Code shall apply or unless the board of directors of such
corporation shall elect that such restrictions as contained in this subsection
shall not apply by filing written notice of such election with the Attorney
General and the clerk of the Commission on or before December 31, 1971. Each
reference to a section of the Internal Revenue Code made in this subsection
shall include future amendments to such Code sections and corresponding
provisions of future internal revenue laws.

HISTORY: Code 1950, § 13.1-204.1; 1975, c. 500; 1985, c. 522; 1996, c. 77;
2007, c. 925; 2015, c. 611.