CHAP. 321.—An ACT to amend and re-enact section 3780 of the Code of Vir-
ginia, relating to the amendment of charters of corporations after organiza-

tion. (H B 125]
Approved March 19, 1920.

1. Be it enacted by the general assembly of Virginia, That sec-
‘ion thirty-seven hundred and eighty of chapter one hundred and
forty-seven of the Code of Virginia, relating to the amendment of
charters of corporations after organization be amended and re-enacted
30 as to read.as follows: a,

Sec. 3780. At any time after organization any corporation organ-
ized under the laws of this State may make any amendment (1) in-
creasing or decreasing its authorized capital stock, (2) creating shares
of stock of one or more classes with or without par value and pro-
viding for the issuance of such shares either alone or with shares
of other classes of stock with or without par value in exchange for
the then outstanding shares of stock of any class or classes on the
terms and conditions to be stated in such amendment, provided, how-
ever, that nothing herein contained shall be construed to require the
exchange of stock of a class having certain preferences, for stock of
another class or classes, without the same preferences, except upon
the consent of each of said preferred stockholders, or (3) make any
other alteration or extension of its charter that it may desire in man-
ner following: The board of directors shall pass a resolution declar-
ing thgt such amendment, alteration or extension is advisable, and
calling a meeting of the stockholders to take action thereon. The
meeting shall be held upon notice by publication at least six times
a week for two successive weeks prior to such meeting in some news:
paper published in the place where its principal office is located, o1
having a general circulation therein, of upon ten days’ notice giver
personally, or by mailing the same to all of the stockholders then o:
record, at their usual places of address. If two-thirds in interest o
each class of the stockholders having voting powers present or repre
sent, and voting, shall vote in favor of such amendment, alteration o:
extension, a certificate thereof shall be made by the president or by
one of the vice-presidents, under the seal of the corporation, atteste
by its secretary, and acknowledged by them before an officer author
ized by the laws of this State to take acknowledgments of deeds; an
such certificate, together with the receipt for the payment of any fe
to the State that may be imposed thereon by law, shall be presente
to the State corporation commission, which ‘shall ascertain and de
clare whether the applicants, by complying with the requirements o
the law, have entitled themselves to the amendment, alteration o
extension applied for, and shall issue or refuse the same accordingly

If the same be issued, the certificate, with the order thereon of th
commission, shall be forthwith certified to the secretary of the Com-
monwealth for recordation just as if it were a certificate for an origi-
nal charter, and if the amendment be to the charter of a corporation
required by law to be recorded by the clerk of any court, then such
certificate of amendment shall be likewise certified to the clerk of the
proper court for recordation and returned by him to the commission;
and if the amendment be to a charter not required by law to be
recorded in the office of the clerk of any court, it shall be returned to
the commission. Such certificates of amendment are to be lodged and
preserved in the office of the clerk of the commission, just as if they
were original certificates and articles of association.

As soon as the said certificate is lodged with the secretary of
the Commonwealth the original certificate or articles of association
shall be deemed to be amended accordingly, but such certificates of
amendment, alteration or extension shall contain only such provisions
as would be allowable or proper to be contained in the original certifi-
cate or articles of association if made at the time of making such
amendment, alteration or extension. If by such amendment the cor-
porate name is changed, the par value of the stock is changed, or an
exchange of shares is provided for, certificates for the new shares
shall be issued in exchange therefor, and no stockholder, the par
value of whose shares of stock is changed, or whose shares of stock
are required to be exchanged for shares of stock of the same or another
class or classes, whether with or without: par value, shall, after such
time as may be prescribed by the stockholders at the meeting authoriz-
ing the amendment to the charter, possess or exercise any rights in
respect to such shares of stock the par value of which is changed, or
which are required to be exchanged as aforesaid, until surrender shall
have been made of the old stock and certificates for new stock shall
have been issued therefor. No amendment, change or addition sub-
stantially changing the object for which said corporation was char-
tered, or extending the duration of its corporate existence, shall be
made except by unanimous consent of all the stockholders of said
corporation.