                                 CODE OF VIRGINIA

CORPORATION&#8217;S ACCEPTANCE OF VOTES (§ 13.1-848)

A. If the name signed on a vote, ballot, consent, waiver, or proxy appointment
corresponds to the name of a member, the corporation, if acting in good faith,
is entitled to accept the vote, ballot, consent, waiver, or proxy appointment
and give it effect as the act of the member.

B. If the name signed on a vote, ballot, consent, waiver, or proxy appointment
does not correspond to the name of a member, the corporation, if acting in good
faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, or
proxy appointment and give it effect as the act of the member if:

   1. The member is an entity and the name signed purports to be that of an
   officer, partner or agent of the entity;

   2. The name signed purports to be that of an administrator, executor,
   guardian, or conservator representing the member and, if the corporation
   requests, evidence of fiduciary status acceptable to the corporation has been
   presented with respect to the vote, ballot, consent, waiver, or proxy
   appointment;

   3. The name signed purports to be that of a receiver or trustee in bankruptcy
   of the member and, if the corporation requests, evidence acceptable to the
   corporation that such receiver or trustee has been authorized to vote the
   membership interest in an order of the court by which such person was
   appointed has been presented with respect to the vote, ballot, consent,
   waiver, or proxy appointment;

   4. The name signed purports to be that of a beneficial owner or
   attorney-in-fact of the member and, if the corporation requests, evidence
   acceptable to the corporation of the signatory&#8217;s authority to sign for
   the member has been presented with respect to the vote, ballot, consent,
   waiver, or proxy appointment; or

   5. Two or more persons are the member as fiduciaries and the name signed
   purports to be the name of at least one of the fiduciaries and the person
   signing appears to be acting on behalf of all the fiduciaries.

C. Notwithstanding the provisions of subdivisions B 2 and 5, in any case in
which the will, trust agreement, or other instrument under which a fiduciary
purports to act contains directions for the voting of membership interests in
any corporation, or for the execution and delivery of proxies for the voting
thereof, such directions shall be binding upon the fiduciary and upon the
corporation if a copy thereof has been furnished to the corporation.

D. The corporation is entitled to reject a vote, ballot, consent, waiver, or
proxy appointment if the secretary or other officer or agent authorized to count
votes, acting in good faith, has reasonable basis for doubt about the validity
of the signature on it or about the signatory&#8217;s authority to sign for the
member.

E. Neither the corporation nor the person authorized to count votes, including
an inspector under &#xA7; 13.1-847.1, who accepts or rejects a vote, ballot,
consent, waiver, or proxy appointment in good faith and in accordance with the
standards of this section or subsection B of &#xA7; 13.1-847 is liable in
damages to the member for the consequences of the acceptance or rejection.

F. Corporate action based on the acceptance or rejection of a vote, consent,
waiver, or proxy appointment under this section is valid unless a court of
competent jurisdiction determines otherwise.

HISTORY: 1985, c. 522; 2007, c. 925; 2015, c. 611.