                                 CODE OF VIRGINIA

REMOVAL OF DIRECTORS (§ 13.1-860)

A. The members may remove one or more directors with or without cause, unless
the articles of incorporation provide that directors may be removed only with
cause.

B. If a director is elected by a voting group of members, only the members of
that voting group may participate in the vote to remove him.

C. If cumulative voting is authorized, a director may not be removed if the
number of votes sufficient to elect him under cumulative voting is voted against
his removal. If cumulative voting is not authorized, unless the articles of
incorporation require a greater vote, a director may be removed if the number of
votes cast to remove him constitutes a majority of the votes entitled to be cast
at an election of directors of the voting group or voting groups by which the
director was elected.

D. If a corporation has no members or no members with voting rights, a director
may be removed pursuant to procedures set forth in the articles of incorporation
or bylaws, and if none are provided, a director may be removed by such vote as
would suffice for his election.

E. A director may be removed only at a meeting called for the purpose of
removing him. The meeting notice shall state that the purpose or one of the
purposes of the meeting is removal of the director.

F. Upon the removal of a director, the corporation may file an amended annual
report with the Commission indicating the removal of the director and the
successor in office, if any.

HISTORY: Code 1950, § 13.1-221; 1956, c. 428; 1985, c. 522; 1987, c. 177; 1991,
c. 124; 2007, c. 925.