77825613.1-847Virginia Decodedhttps://vacode.org2016CorporationsVirginia Nonstock Corporation ActMembers And MeetingsProxies1985, c. 522; 1999, c. 101; 2002, c. 285; 2007, c. 925; 2010, c. 171.http://law.lis.virginia.gov/vacode/13.1-847/13.1-848Corporation's acceptance of votes/13.1-848//13.1-847/13.1/10/7/13.1-84713.1-847.113.1-848A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws otherwise provide, by proxy.sectionAA1An 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.sectionCC1An 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:sectionDD1 A creditor of the corporation who extended it credit under terms requiring the appointment;sectionD1D12 An employee of the corporation whose employment contract requires the appointment; orsectionD2D22 A party to a voting agreement created under § 13.1-852.2.sectionD3D32An appointment made irrevocable under subsection D is revoked when the interest with which it is coupled is extinguished.sectionFF1Any fiduciary who is entitled to vote any membership interest may vote such membership interest by proxy.sectionHH1