                                 CODE OF VIRGINIA

QUORUM AND VOTING BY DIRECTORS (§ 13.1-868)

A. Unless the articles of incorporation or bylaws require a greater or lesser
number for the transaction of all business or any particular business, or unless
otherwise specifically provided in this Act, a quorum of a board of directors
consists of:

   1. A majority of the fixed number of directors if the corporation has a fixed
   board size; or

   2. A majority of the number of directors prescribed, or if no number is
   prescribed, the number in office immediately before the meeting begins, if the
   corporation has a variable-range size board.

B. The articles of incorporation or bylaws may authorize a quorum of a board of
directors to consist of no fewer than one-third of the fixed or prescribed
number of directors determined under subsection A.

C. If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present is the act of the board of directors unless the
articles of incorporation or bylaws require the vote of a greater number of
directors.

D. A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless:

   1. The director objects at the beginning of the meeting, or promptly upon his
   arrival, to holding it or transacting specified business at the meeting; or

   2. He votes against, or abstains from, the action taken.

E. Except as provided in &#xA7; 13.1-852.1, a director shall not vote by proxy.

F. Whenever this Act requires the board of directors to take any action or to
recommend or approve any proposed corporate act, such action, recommendation or
approval shall not be required if the proposed action or corporate act is
adopted by the unanimous consent of members.

HISTORY: Code 1950, § 13.1-223; 1956, c. 428; 1985, c. 522; 1992, c. 471; 2007,
c. 925.