                                 CODE OF VIRGINIA

PROXIES (§ 13.1-847)

A. A member entitled to vote may vote in person or, unless the articles of
incorporation or bylaws otherwise provide, by proxy.

B. A member or the member&#8217;s agent or attorney-in-fact may appoint a proxy
to vote or otherwise act for the member by signing an appointment form or by an
electronic transmission. Any copy, facsimile telecommunications or other
reliable reproduction of the writing or transmission created pursuant to this
subsection may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

C. An appointment of a proxy is effective when a signed appointment form or an
electronic transmission of the appointment is received by the inspectors of
election or the officer or agent of the corporation authorized to tabulate
votes. An appointment is valid for 11 months unless a longer period is expressly
provided in the appointment form.

D. An appointment of a proxy is revocable unless the appointment form or
electronic transmission states that it is irrevocable and the appointment is
coupled with an interest. Appointments coupled with an interest include the
appointment of:

   1. A creditor of the corporation who extended it credit under terms requiring
   the appointment;

   2. An employee of the corporation whose employment contract requires the
   appointment; or

   3. A party to a voting agreement created under &#xA7; 13.1-852.2.

E. The death or incapacity of the member appointing a proxy does not affect the
right of the corporation to accept the proxy&#8217;s authority unless notice of
the death or incapacity is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises the proxy&#8217;s
authority under the appointment.

F. An appointment made irrevocable under subsection D is revoked when the
interest with which it is coupled is extinguished.

G. Subject to &#xA7; 13.1-848 and to any express limitation on the proxy&#8217;s
authority stated in the appointment form or electronic transmission, a
corporation is entitled to accept the proxy&#8217;s vote or other action as that
of the member making the appointment.

H. Any fiduciary who is entitled to vote any membership interest may vote such
membership interest by proxy.

HISTORY: 1985, c. 522; 1999, c. 101; 2002, c. 285; 2007, c. 925; 2010, c. 171.