                                 CODE OF VIRGINIA

VACANCY ON BOARD OF DIRECTORS (§ 13.1-862)

A. Unless the articles of incorporation provide otherwise, if a vacancy occurs
on the board of directors, including a vacancy resulting from an increase in the
number of directors:

   1. The members may fill the vacancy;

   2. The board of directors may fill the vacancy; or

   3. If the directors remaining in office constitute fewer than a quorum of the
   board, they may fill the vacancy by the affirmative vote of a majority of the
   directors remaining in office.

B. Unless the articles of incorporation provide otherwise, if the vacant office
was held by a director elected by a voting group of members, only the members of
that voting group are entitled to vote to fill the vacancy if it is filled by
the members.

C. A vacancy that will occur at a specific later date, by reason of a
resignation effective at a later date under subsection B of &#xA7; 13.1-859 or
otherwise, may be filled before the vacancy occurs but the new director may not
take office until the vacancy occurs.

D. The corporation may file an amended annual report with the Commission
indicating the filling of a vacancy.

HISTORY: Code 1950, § 13.1-222; 1956, c. 428; 1985, c. 522; 1991, c. 124; 2007,
c. 925.