CODE OF VIRGINIA

RECORD DATE (§ 13.1-660)

A. The bylaws may fix or provide the manner of fixing in advance the record date
or dates for one or more voting groups in order to make a determination of
shareholders for any purpose. If the bylaws do not fix or provide for fixing a
record date, the board of directors of the corporation may fix as the record
date the date on which it takes such action or a future date.

B. A record date fixed under this section may not be more than 70 days before
the meeting or action requiring a determination of shareholders.

C. A determination of shareholders entitled to notice of or to vote at a
shareholders’ meeting is effective for any adjournment of the meeting
unless the board of directors fixes a new record date or dates, which it shall
do if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.

D. If a court orders a meeting adjourned to a date more than 120 days after the
date fixed for the original meeting, it may provide that the original record
date or dates continue in effect or it may fix a new record date or dates.

E. The record date for a shareholders’ meeting fixed by or in the manner
provided in the bylaws or by the board of directors shall be the record date for
determining shareholders entitled to both notice of and to vote at the
shareholders’ meeting, unless in the case of a record date fixed by the
board of directors and to the extent not prohibited by the bylaws, the board, at
the time it fixes the record date for shareholders entitled to notice of the
meeting, fixes a later record date on or before the date of the meeting to
determine the shareholders entitled to vote at the meeting.

HISTORY: Code 1950, §§ 13-192, 13.1-29; 1952, c. 88; 1956, c. 428; 1985, c.
522; 2005, c. 765; 2010, c. 782.