Chap. 171.—An ACT to amend and re-enact sections 3810 and 3865 of the Cede
of Virginia, as heretofore amended. [S B 222

Approved March 10, 1928

1. Be it enacted by the general assembly of Virginia, That sections
thirty-eight hundred and ten and thirty-eight hundred and sixty-five
of the Code of Virginia, as heretofore amended, be amended and re-
enacted so as to read as follows:

Section 3810. How corporation dissolved; continuation for the pur-
pose of winding up affairs; dissolution by order of court——Whenever
in the judgment of the board of directors it shall be deemed advisable
and for the benefit of any corporation organized under the existing
laws of this State, or under any charter heretofore granted by any
court, or by the general assembly, that it shall be dissolved, a resolu-
tion to that effect shall be adopted by a majority of the whole board
at a meeting called for that purpose. Notice of such meeting of the
board shall be given in person or shall be mailed to every director at
least ten days prior to such meeting. The directors shall within fifteen
days after the adoption of such resolution cause notice of the adoption
of such resolution and of the date for meeting of stockholders to con-
sider the resolution to be mailed to each stockholder of record, at least
ten days before the date designated for the meeting of stockholders.
They shall also, within fifteen days after the adoption of such resolu-
tion, and at least ten days before the date designated for such meeting
cause a notice of the meeting of the stockholders to be held at the
principal office of the corporation to take action upon the resolution
so adopted by the board of directors, to be published in a newspaper
in the county or city wherein the corporation shall have its principal
office, or if there be no such newspaper published in said county or city,
then in a newspaper having a general circulation therein. On the day
fixed for such meeting a majority in interest of the stockholders present
may adjourn to another day or time; and if at any such meeting or
adjourned meeting, two-thirds in interest of the stockholders shall con-
sent that a dissolution shall take place, and signify their consent in writ-
ing, given either in person or by proxy, such consent, together with a
list of the names and residences of the directors and officers, certified
by the president, secretary and treasurer, shall be filed in the office of
the clerk of the State corporation commission, and the commission,
upon being satisfied by due proof that the requirements of law have
been complied with, shall issue a certificate that such consent has been
filed, and thereupon the said corporation shall stand dissolved, and the
board shall proceed to settle up and adjust its business and affairs.
Whenever all the stockholders shall consent in writing to the dis-
solution, no meeting or notice thereof shall be necessary, but on filing
the said consent in the office of the State corporation commission, the
said commission shall issue a certificate of dissolution, and the said cor-
poration shall thereupon stand dissolved and the said board shall pro-
ceed to settle up and adjust the business and affairs of the said cor-
poration; but no such dissolution shall affect the rights of any creditor
of the said corporation existing at the time of such dissolution. When-
ever a certificate of dissolution has been made by the commission, it
shall certify that fact to the secretary of the Commonwealth and to
the clerk of the court in whose office the charter is recorded, who shall
note the fact on the charter records of his office immediately after the
record of such charter. No public service corporation, however, which
is at the time actually performing any public service, shall, upon the
mere filing of such consent, stand dissolved under this section; in addi-
tion to filing such consent such public service corporation shall publish
notice in some newspaper in or near the place where its principal office
is located at least once a week for four successive weeks prior thereto,
of the date on which it proposes to file such consent to such dissolution;
and shall at the time file a petition, verified by the affidavit of its presi-
dent or one of its vice-presidents, alleging its reasons for desiring to
dissolve. Thereupon the commission shall take and preserve evidence
and therefrom ascertain and determine whether or not such corpora-
tion shall be dissolved, and may issue or refuse to issue a certificate
of dissolution accordingly, and from such decision and action of the
commission, either the corporation, the Commonwealth, or any person
who has intervened and has been made a party to the proceeding, may
appeal to the supreme court of appeals pursuant to the general law
governing appeals from the commission.

In the case of a corporation having no capital stock, the directors,
managers, trustees, or other governing board, shall take the action
hereinbefore required of the board of directors, and the members of
the corporation such action as is hereinbefore required of the stock-
holders.

In all cases, the adjudication of bankruptcy, by a federal court of
competent jurisdiction, of any corporation organized under the laws
of this State, except a public service corporation, whether such adjudi-
cation be in a voluntary or involuntary proceeding, shall operate as of
the date thereof to dissolve the corporation so adjudicated bankrupt
without further proceedings of any kind whatsoever and such cor-
poration shall thereupon stand dissolved and shall no longer be subject
to assessment for franchise and registration taxes and fees, subject,
however, to the right of revival, within three years from the date of
adjudication of bankruptcy, by proceeding as provided for revival of
charter in other cases; provided that nothing herein shall be construed
as intended to in any way effect the jurisdiction of the court in a
bankruptcy proceeding nor as affecting powers of the corporation
with reference to the jurisdiction and powers of the court in the bank-
ruptcy proceeding.

All corporations, whether they expire by their own limitations or
are otherwise dissolved, or are dissolved, as herein provided, by adjudi-
cation of bankruptcy in a court of competent jurisdiction, shall never-
theless, be continued for such length of time, not exceeding three years,
from such dissolution or expiration, as may be necessary for the pur-
pose of prosecuting and defending suits by or against them, and en-
abling them gradually to settle and close their business, to dispose of
and convey their property, and to divide their capital, but not for the
purpose of continuing the business for which said corporation shall
have been established. If the atfairs of any such corporation shall not
be wound up by its directors within three years from such dissolution
or expiration, they shall be wound up in the manner provided by sec-
tion thirty-eight hundred and thirteen.

Whenever the principal purpose for which such corporation was
formed has failed, or the management of the corporation has been
abandoned by its officers and directors, or when operations under the
charter has been suspended or abandoned for a period of three vears,
or the corporation has become insolvent, it shall be lawful for the
circuit court of the county, or the circuit court of the citv, or other
court having chancery jurisdiction in the city, wherein the principal
ofice of such corporation is located, sitting in chancery, to wind up
and dissolve such corporation, and after requiring payment of all taxes,
fees and penalties due by it, make such disposition of its assets as
may be just and equitable, in a suit brought by a stockholder or stock-
holders holding at least one-fourth of the capital stock of the corpora-
tion. Within thirty days from such dissolution, the clerk of the court
entering such decree of dissolution shall certify that fact, together
with the style of the case and the date of the decree, to the State cor-
poration commission. Any failure of such clerk so to do shall subject
him to a fine of not less than ten dollars nor more than one hundred
dollars, to be imposed by the State corporation commission.

Section 3865. How telegraph, telephone, canal, turnpike, et cetera,
corporations to be organized; what articles of association to state.—
First. Any number of persons not less than five, may, by executing,
hling and recording articles of association as hereinafter set forth,
associate under the provisions and subject to the requirements of this
chapter, to establish a corporation to purchase, lease, construct, main-
tain and operate telegraph or telephone lines, or both, a canal, a turn-
pike, or any other works, except a railroad intended to be used for
public service, in which articles of association there shall be stated:

(a) The name of the corporation.

(b) The nature or character of the works to be purchased, leased,
or constructed, maintained and operated, and whether local to any city
or county ; and if so local, the name of the city or county in which the
same 1s constructed or to be constructed, maintained and operated.

(c) If a telegraph or telephone line, canal, turnpike or other works,
constructed, or proposed to be constructed, through or into two or
more cities or counties, then the principal terminal places thereof.

(d) Whether local or not, the estimated length of the proposed
telegraph or telephone line, canal or turnpike, and if any other works
intended to be used for public service, the estimated extent of such
works and the length of any line of construction or improvement con-
nected, or to be connected therewith; and if any of the same are con-
structed, or intended to be constructed, through or into two or more
cites or counties, then the name of each city or county through or
into which the same is constructed, or intended to be constructed.

(e) If a bridge, viaduct, aqueduct or tunnel corporation, the ap-
proximate location of its work of improvements, its estimated length
and width, and the general character of the materials proposed to be
used in construction.

(f) The period, if any, limited for the duration of the corpora-
tion.

(g) The maximum and minimum amount of the capital stock of
the corporation, and its division into shares.
(h) The names and places of residence of the directors, of whom
there shall be not less than five, and of the officers who shall manage
the affairs of the corporation for the first year, unless others are
sooner chosen by the stockholders to act in their places.

(1) The place in this State in which its principal office will he
located, together with the name of its post office.

(j) The articles of association may also contain any other provi-
sion not inconsistent with law or the provisions of this chapter which
the incorporators may choose to insert for the regulation of the busi-
ness and the conduct of the affairs of the corporation, and any provi-
sion as to the plan of financial organization, or relating to the internal
regulation or government of the corporation, its directors, stockholders,
or any class or classes thereof.

Second. If the purpose of the corporation is to operate motor
propelled vehicles as common carriers for the transportation of per-
sons or property for compensation on any improved public highways
or by air routes in this State, subsections (b), (c), (d), and (e) of this
section shall not apply; but the articles of association shall state in
lieu thereof such purpose and further state that the corporation will
operate such routes as it may be authorized to operate by certificates
of public convenience and necessity issued from time to time in ac-
cordance with law.