CHAP. 504.—An ACT to amend and re-enact section 10 of chapter 2 of an
act concerning corporations which became a law May 21, 1903, relating
to the decrease of the outstanding stock of corporations.

(H. B. 296.)
Approved March 23, 1916.

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

10. Whenever the actually issued and outstanding capital
stock of any railroad corporation of the State, whether or-
ganized under this act or not, shall be found to be more than
sufficient for its purposes, it may, with the concurrence of two-
thirds in amount of all its stockholders given as hereinafter
provided, decrease its actually issued and outstanding capital
stock from time to time to any amount not less than the mini-
mum fixed in its charter or an amendment thereof in the man-
ner following, that is to say: By retiring or reducing any class
of stock, or by the surrender by every stockholder of his shares
and issue to him, in lieu thereof, of a decreased number of
shares, or by the purchase, at the fair market value, not ex-
ceeding par, of certain shares for retirement, or by retiring
shares owned by the corporation, or by reducing the par value
of shares when authorized by an amendment. Such decrease
must first be sanctioned by a vote in person or by proxy of
two-thirds in amount of the stockholders of the corporation at
a meeting of such stockholders, called by the board of directors
for that purpose, of which meeting notice by publication at
least six times a week for two sucessive weeks prior to such
meeting, in some newspaper published in or near the place where
its principal office is located, or notice in writing must be given
to each stockholder of reccrd, by serving the same on him per-
sonally, or by mailing the same to his last known postoffice ad-
dress as it appears upon the stock books of the corporation, at
least ten days prior to such meeting, and in such notice must
be stated the time and place of the meeting and its object. If
at such meeting two-thirds in amount of all the stockholders
having voting power vote in favor of decreasing the actually is-
sued and outstanding capital stock, which shall not be less than
the minimum capital authorized by the charter of the corpora-
tion or an amendment thereof, a certificate thereof shall be made
by the president, or one of the vice-presidents, under the seal
of the corporation, attested by its secretary, and acknowledged
by them before an officer authorized by the laws of this State
to take acknowledgments of deeds, and when so acknowledged
it may be presented to the State corporation commission, which
shall ascertain whether the applicants have, by complying with
the requirements of the law, entitled themselves to make such
decrease of the actually issued and outstanding capital stock,
and accordingly shall issue or refuse a certificate permitting
the same, which certificate shall be certified to the secretary
of the Commonwealth, and recorded in his office as provided
with reference to original articles of association under this
chapter, and when so recofded he shall return the same to the
State corporation commission, to be lodged and preserved in
the office of its clerk.

A statement in writing, setting forth the plan of such re-
duction of the actually issued and outstanding stock, shall be
published over the signature of the president, or one of its vice-
presidents, and the secretary of the corporation, for at least
once a week for three successive weeks, in a newspaper pub-
lished in the county or city in which the principal office of the
corporation is located, and if no newspaper be published therein,
then in a newspaper in the county or city convenient thereto,
the first publication to be made with thirty days after the filing
of such certificate in the office of the secretary of the Common-
wealth: and after such publication has been completed the cor-
poration may proceed to make such decrease; provided, however,
that no such decrease shall affect the rights of any creditor or
any such corporation existing at the time of such decrease.