Chap. 174.—An ACT to amend section 4 of chapter 4 of an act entitled an act
concerning cerporations, which became a law May 21, 1903.

Approved March 14, 1910.

1. Be it enacted by the general assembly of Virginia, That section
four of chapter four of an act entitled an act concerning corporations,
which became a law on the twenty-first day of Mav, nineteen hundred and
three, be amended and re-enacted so as to read as follows:

§4. Any corporation incorporated under the provisions of this chapter,
and any corporation organized at the time of the passage of this act, or
thereafter organized under any charter heretofore granted by anv court
or by the general assembly, and authorized to do any act, to conduct any
business, or to carry on any object or purpose, permitted under section
one of this chapter, may change its name, change the location of its prin-
cipal office, and make such other amendments, changes or alterations of
its charter as mav be desired, in the manner following: The board of
trustees, directors or managers shall pass a resolution declaring that such
amendment, change or alteration is advisable, and calling a meeting of
the members of the corporation to take action thereon, the meeting to be
held upon notice by publication, at least six times a week for two succes-
sive weeks prior to such mecting, in some newspaper published in or near
the place where its principal office is located, or upon ten days’ notice,
given in person or by mailing it to all the members having voting powers
then of record; if a majority of the members of the said corporation hav-
ing voting powers shall vote in favor of such amendment, change or
alteration, a certificate thereof shall be made by the president, or one of
the vice-presidents, under the seal of the corporation, attested by the sec-
retary and acknowledged by them before an officer authorized by the laws
of this State to take acknowledgments of deeds and such certificate; or
if it is a corporation composed of trustees, directors or managers, who
nominate and elect its trustees, directors and managers, if a majority of
these trustees, directors or managers, after a notice to all of them in one
of the ways hereinbefore set forth, shall vote in favor of the amendment,
ehange or alteration, a certificate thereof shall be made by the president
or one of the vice-presidents, under the seal of the corporation, attested
by the secretary, and acknowledged by them before an officer authorized
by the laws of this State to take acknowledgments of deeds and such
certificate ; and if the amendment, change or alteration be one in respect
to which the payment of a fee to the State is imposed by law, a receipt
for such payment shal] be presented to the State corporation commis-
gion, which shall ascertain and declare whether the said applicant, by
complying with the requirements of the law, is entitled to the amend-
ment, change or alteration set forth in said certificate, and shall issue or
refuse the same accordingly. If the same is issued, the said certificate
with the endorsements thereon, together with the order thereon of the
commission, shall be forthwith certified as required by law to the secre-
tary of the Commonwealth, to be recorded by the last-named officer, as
provided in reference to original certificates, and shall be certified by
him to the clerk of the circuit court of the county, or the circuit, corpo-
ration or chancery court of the city in which the original certificate of
incorporation is recorded; and the clerk of such court shall thereupon
record the same in his office, in a book provided and kept for that pur-
pose, and shall endorse the fact of such recordation upon such certificate,
and return the same to the State corporation commission, to be lodged
and preserved in the office of its clerk. As soon as the said certificate is
lodged for recordation in the office of the secretary of the Commonwealth
the original certificate of incorporation shall be deemed to be amended
accordingly: provided, however, that such certificate of amendment,
change or alteration shall contain only such provisions as it would be
lawful and proper to insert in an original certificate of incorporation
made at the time of making such amendement, change or alteration.