                                 CODE OF VIRGINIA

LIMITATION ON LIABILITY OF OFFICERS AND DIRECTORS; EXCEPTION (§ 13.1-870.1)

A. In any proceeding brought by or in the right of a corporation or brought by
or on behalf of members of the corporation, the damages assessed against an
officer or director arising out of a single transaction, occurrence, or course
of conduct shall not exceed the lesser of:

   1. The monetary amount, including the elimination of liability, specified in
   the articles of incorporation or, if approved by the members, in the bylaws as
   a limitation on or elimination of the liability of the officer or director; or

   2. The greater of (i) $100,000, or (ii) the amount of the cash compensation
   received by the officer or director from the corporation during the 12 months
   immediately preceding the act or omission for which liability was imposed.

B. In any proceeding against an officer or director who receives compensation
from a corporation exempt from income taxation under &#xA7; 501(c) of the
Internal Revenue Code for his services as such, the damages assessed arising out
of a single transaction, occurrence or course of conduct shall not exceed the
amount of compensation received by the officer or director from the corporation
during the 12 months immediately preceding the act or omission for which
liability was imposed. An officer or director who serves such an exempt
corporation without compensation for his services shall not be liable for
damages in any such proceeding. The immunity provided by this subsection shall
survive any termination, cancellation, or other discontinuance of the
corporation.

C. The liability of an officer or director shall not be limited as provided in
this section if the officer or director engaged in willful misconduct or a
knowing violation of the criminal law.

D. No limitation on or elimination of liability adopted pursuant to this section
may be affected by any amendment of the articles of incorporation or bylaws with
respect to any act or omission occurring before such amendment.

E. 1. Notwithstanding the provisions of this section, in any proceeding against
an officer or director who receives compensation from a community association
for his services, the damages assessed arising out of a single transaction,
occurrence or course of conduct shall not exceed the amount of compensation
received by the officer or director from the association during the 12 months
immediately preceding the act or omission for which liability was imposed. An
officer or director who serves such an association without compensation for his
services shall not be liable for damages in any such proceeding.

   2. The liability of an officer or director shall not be limited as provided in
   this subsection if the officer or director engaged in willful misconduct or a
   knowing violation of the criminal law.

   3. As used in this subsection, &#8220;community association&#8221; shall mean
   a corporation incorporated under this Act that owns or has under its care,
   custody or control real estate subject to a recorded declaration of covenants
   which obligates a person, by virtue of ownership of specific real estate, to
   be a member of the incorporated association.

   4. The immunity provided by this subsection shall survive any termination,
   cancellation, or other discontinuance of the community association.

HISTORY: 1987, cc. 59, 257; 1988, c. 561; 1989, c. 422; 2007, c. 925; 2011, cc.
693, 704.