CODE OF VIRGINIA

PROXIES (§ 13.1-663)

A. A shareholder may vote the shareholder’s shares in person or by proxy.

B. A shareholder or the shareholder’s agent or attorney-in-fact may
appoint a proxy to vote or otherwise act for the shareholder by signing an
appointment form or by an electronic transmission. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this subsection may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

C. An appointment of a proxy is effective when a signed appointment form or an
electronic transmission of the appointment is received by the inspectors of
election or the officer or agent of the corporation authorized to tabulate
votes. An appointment is valid for 11 months unless a longer period is expressly
provided in the appointment form.

D. An appointment of a proxy is revocable unless the appointment form or
electronic transmission states that it is irrevocable and the appointment is
coupled with an interest. Appointments coupled with an interest include the
appointment of:

   1.  A pledgee;

   2.  A person who purchased or agreed to purchase the shares;

   3.  A creditor of the corporation who extended it credit under terms requiring
   the appointment;

   4.  An employee of the corporation whose employment contract requires the
   appointment; or

   5.  A party to a voting agreement created under § 13.1-671.

E. The death or incapacity of the shareholder appointing a proxy does not affect
the right of the corporation to accept the proxy’s authority unless notice
of the death or incapacity is received by the secretary or other officer or
agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.

F. An appointment made irrevocable under subsection D is revoked when the
interest with which it is coupled is extinguished.

G. A transferee for value of shares subject to an irrevocable appointment may
revoke the appointment if the transferee did not know of its existence when the
transferee acquired the shares and the existence of the irrevocable appointment
was not noted conspicuously on the certificate representing the shares or on the
information statement for shares without certificates.

H. Subject to § 13.1-665 and to any express limitation on the proxy’s
authority stated in the appointment form or electronic transmission, a
corporation is entitled to accept the proxy’s vote or other action as that
of the shareholder making the appointment.

I. Any fiduciary who is entitled to vote any shares may vote such shares by
proxy.

HISTORY: Code 1950, §§ 13-193 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958,
c. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 1991, c. 405; 2005, c. 765;
2010, c. 782.