Chap. 357.—An ACT to amend the Code of Virginia of 1919, by adding thereto
a new section, to be numbered thirty-eight hundred and twenty-a, which
new section relates to the sale, conveyance and transfer by corporations,
with certain exceptions, of the whole of their property, including good
will, to any person, or corporation authorized to acquire the same, save
that a corporation organized to conduct the business of banks, savings
banks and/or trust companies, can only sell, convey or transfer such prop-
erty, including good will, to another domestic corporation organized for
the purpose of carrying on the business of a bank, savings bank and/or
trust company. [fH B 250]

Approved March 24, 1930

1. Be it enacted by the general assembly of Virginia, That the
Code of Virginia of nineteen hundred and nineteen be amended by
adding thereto a new section, to be numbered thirty-eight hundred and
twenty-a, which new section shall read as follows:

Section 3820-a. Any corporation, including banks, savings banks
and trust companies subject to proviso hereinafter, now chartered, or
that may hereafter be chartered, under or by virtue of the laws of the
State of Virginia, whether by special statute or the general law, except
a non-stock corporation, public service corporation, turnpike company,
building and loan association, industrial loan association, credit union,
uniform credit, small loan association, insurance company, guaranty,
indemnity, fidelity and security company and association, and fraternal
or other beneficiary order and society, industrial sick benefit company
and association, bond investment company, association or society, co-
operative marketing association, and any other kind of corporation
chartered and existing under any particular law now or hereafter en-
acted unless otherwise specifically provided by the law, or an amend-
iment thereof, under which the particular kind of corporation embraced
in this exception is chartered and/or exists, when in the judgment of
the board of directors it is for the interest of the corporation, shall
have the power to sell, convey and transfer, or lease the whole of its
property and assets, including good will, and other intangible assets,
or any material part thereof necessary to the continued conduct of busi-
ness on the part of the vendor corporation, but not its franchise to be
a corporation, to any person, or to any other corporation of this or any
other State, territory or country which may be authorized by its char-
ter, or general law, to acquire the same, upon such terms and conditions,
and for such consideration, either payable in cash, stock or securities
of another corporation as the board of directors, in their discretion,
may determine; and the board of directors may empower the officers
of said vendor corporation to make, execute, and in the name of the
corporation, deliver all such deeds and contracts to such purchaser as
may be necessary to effect said sale; provided, however, that no cor-
poration chartered to conduct the business of a bank, savings bank
and/or trust company shall lease, sell or exchange all its property, in-
cluding its good will, except to a corporation chartered under the laws
of Virginia for the purpose of conducting the business of a bank,
savings bank and/or trust company; and provided, further, that any
such sale or lease under the provisions of this act shall not effect a dis-
solution of the vendor corporation.

Before any such sale shall be consummated, it must be authorized by
the written consent of the holders of two-thirds of all the stock of the
corporation issued and outstanding, whether or not the same have
voting power, or by either a special or regular meeting of the stock-
holders of the selling corporation of which notice specifying the pur-
pose of the meeting shall be given at least ten days before such meet-
ing to every stockholder of record of the selling corporation, whether
or not the stock so held by such stockholder of record has voting power,
and at which meeting the resolutions in favor of such sale must receive
the affirmative vote, either in person or by proxy, of the holders of two-
thirds in value of all the outstanding capital stock of the company,
whether or not such stock has voting power; provided, however, that
nothing herein contained shall be construed to limit the existing power
of the stockholders or directors of such corporation to make sales,
leases, assignments or conveyances of corporate property other than
as above set forth; and provided, further that a sale or lease hereunder
shall in no wise affect the right of creditors of the vendor corporation
nor relieve it from compliance with the bulk sales law, when applicable,
nor any other applicable laws.

The rights of any stockholder of the vendor corporation, whether
or not the said stock so held by him has voting power, who shall not
have given his assent to such sale, conveyance or transfer, and who
shall be dissatisfied therewith, shall be the same mutatis mutandis as
that of a stockholder of a consolidated or merged corporation, who
shall not have given his consent to such consolidation or merger and
who shall be dissatisfied therewith, and the same procedure mutatis
mutandis to ascertain the fair cash value of his stock shall be had, as
now or may be hereafter provided by statute in case of such stock-
holder of a merged or consolidated corporation and/or ¢ as now exists
under the general law.

If any section, or part of a section, of this act is hereafter held by
any court of competent jurisdiction to be unconstitutional, such decision
shall in no wise affect or render void the remainder of this act.

2. All acts and parts of acts in conflict with this act are hereby
repealed.

3. An emergency existing, this act shall be in force from its
passage.