                                 CODE OF VIRGINIA

REMOTE PARTICIPATION IN ANNUAL AND SPECIAL MEETINGS (§ 13.1-844.2)

A. Members may participate in any meeting of members by means of remote
communication to the extent the board of directors authorizes such participation
for members. Participation by means of remote communication shall be subject to
such guidelines and procedures the board of directors adopts, and shall be in
conformity with subsection B.

B. Members participating in a members&#8217; meeting by means of remote
communication shall be deemed present and may vote at such a meeting if the
corporation has implemented reasonable measures to:

   1. Verify that each person participating remotely is a member or a
   member&#8217;s proxy; and

   2. Provide such members a reasonable opportunity to participate in the meeting
   and to vote on matters submitted to the members, including an opportunity to
   read or hear the proceedings of the meeting, substantially concurrently with
   such proceedings.

C. Unless the articles of incorporation or bylaws require the meeting of members
to be held at a place, the board of directors may determine that any meeting of
members shall not be held at any place and shall instead be held solely by means
of remote communication in conformity with subsection B.

HISTORY: 2010, c. 171; 2018, c. 265.