CODE OF VIRGINIA

BYLAWS (§ 13.1-624)

A. The incorporators or board of directors of a corporation shall adopt initial
bylaws for the corporation.

B. The bylaws of a corporation may contain any provision that is not
inconsistent with law or the articles of incorporation.

C. The bylaws may contain one or more of the following provisions:

   1.  A requirement that if the corporation solicits proxies or consents with
   respect to an election of directors, the corporation include in its proxy
   statement and any form of its proxy or consent, to the extent and subject to
   such procedures or conditions as are provided in the bylaws, one or more
   individuals nominated by a shareholder in addition to individuals nominated by
   the board of directors;

   2.  A requirement that the corporation reimburse the expenses incurred by a
   shareholder in soliciting proxies or consents in connection with an election
   of directors, to the extent and subject to such procedures or conditions as
   are provided in the bylaws, provided that no bylaw so adopted shall apply to
   elections for which any record date precedes its adoption; and

   3.  A requirement that a circuit court or a federal district court in the
   Commonwealth or the jurisdiction in which the corporation has its principal
   office shall be the sole and exclusive forum for (i) any derivative action
   brought on behalf of the corporation; (ii) any action for breach of duty to
   the corporation or the corporation’s shareholders by any current or
   former officer or director of the corporation; or (iii) any action against the
   corporation or any current or former officer or director of the corporation
   arising pursuant to this chapter or the corporation’s articles of
   incorporation or bylaws.

D. Notwithstanding subdivision B 2 of § 13.1-714, the shareholders in amending,
repealing, or adopting a bylaw described in subsection C may not limit the
authority of the board of directors to amend or repeal any condition or
procedure set forth in, or to add any procedure or condition to, such a bylaw in
order to provide for a reasonable, practicable, and orderly process.

HISTORY: Code 1950, §§ 13-10, 13.1-24; 1956, c. 428; 1985, c. 522; 2010, c.
782; 2015, c. 611.