                                 CODE OF VIRGINIA

VOTING ENTITLEMENT OF MEMBERS (§ 13.1-846)

A. Members shall not be entitled to vote except as the right to vote shall be
conferred by the articles of incorporation or if the articles of incorporation
so provide, in the bylaws.

B. When directors or officers are to be elected by members, the bylaws may
provide that such elections may be conducted by mail.

C. Unless the articles of incorporation provide otherwise, in the election of
directors every member, regardless of class, is entitled to one vote for as many
persons as there are directors to be elected at that time and for whose election
the member has a right to vote.

D. If a corporation has no members or its members have no right to vote, the
directors shall have the sole voting power.

HISTORY: Code 1950, § 13.1-217; 1956, c. 428; 1975, c. 500; 1982, c. 182; 1985,
c. 522; 2002, c. 285; 2007, c. 925.