Chap. 385.——An ACT to amend and re-enact section 3777 of the Code of Vir-
ginia, relating to powers of corporations, as amended by an act, approved
March 27, 1922. [S B 348]

Approved March 22, 1928

1. Be it enacted by the general assembly of Virginia, That section
thirty-seven hundred and seventy-seven of the Code of Virginia,
relating to powers of corporations, as amended by an act, approved
March twenty-seventh, nineteen hundred and twenty-two, be amended
and re-enacted to read as follows:
Section 3777. Powers of corporations.—Every corporation of this
State shall have power:

(a) To have succession for the time stated in its charter, certificate
of incorporation, or articles of association. But when no period is so
limited, it shall be perpetual, subject to the power of repeal reserved by
the Constitution to the general assembly.

(b) To sue and be sued in any court of law or equity.

(c) To have a common seal, which it may alter, renew, or amend
at its pleasure.

(d) To contract and be contracted with, to purchase, hold, and
grant such real and personal estate as the purposes of the corporation
shall require, and all other real estate which shall have been bona fide
conveyed or mortgaged to the said corporation, or for its benefit, by
way of security, or in satisfaction of debts, or purchased at sales upon
judgment or decree obtained for such debts, and to mortgage or pledge,
or convey by way of deed or trust, or otherwise encumber anv such
real or personal estate, as is mentioned in this paragraph, together with
the franchise of such corporation, in whole or in part. The power
to hold real and personal estate shall include the power to take the same
by gift, devise, or bequest.

(e) To borrow money, to make and issue its bonds, payable to
bearer, or otherwise, and with or without interest coupons attached, or
drafts or notes for the same, or for any debts or obligations incurred
by it, or for any of the purposes of the corporation, and to secure the
same by mortgage or deed of trust on all of its works, property, and
franchises, or any part thereof.

(f) To appoint such officers and agents as the business of the
corporation shall, in its opinion, require, and to fix their compensation.

(g) To make ordinances, by laws and regulations not inconsistent
with the Constitution or laws of the United States or of this State,
fixing and altering the number of its directors, the division of the same,
if desired, into classes; their authority and powers; the duration of
the terms of its officers and directors; for the certification and transfer
of its stock; for the calling and holding of meetings of its members;
and generally for the government of all under its authority; for the
management of its estates, and the due and orderly regulation and
conduct of its affairs. |

(h) If authorized so to do in its charter, certificate of incorpora-
tion, or articles of association, or ir any amendment thereof, to sub-
scribe to, purchase, or otherwise acquire, or to guarantee or to become
surety in respect to the stock, bonds, or other securities and obligations
of other companies. |

(1) If authorized by express resolution duly adopted by the stock-
holders, or by the by-laws, or by the charter or any amendment thereof
the board of directors may, by resolution passed by a majority of the
whole board, designate, in the case of a business corporation, two or
more of their number, in the case of a public service corporation other
than a railroad, three or more of their number, and in the case of a
railroad corporation, four or more of their number, to constitute an
executive committee, who, to the extent provided in said resolution of
the stockholders, or in the by-laws, or in the charter or any amendment
thereof, shall have and exercise the power of the board of directors in
the management of the business and affairs of the corporation, and may
have power to authorize the seal of the corporation to be affixed to all
papers which may require it, and by like authority and to the extent
so authorized the board of directors of any such kinds of corporations
may, by like action, appoint such other committees, agents and repre-
sentatives as may be necessary and convenient for the conduct of the
management of the business thereof, provided that nothing herein shall
be construed to in any way impair or circumscribe the powers of such
corporations, or their stockholders, or directors, under the applicable
common and/or statutory law now existing or hereafter enacted, and
provided, further, that these provisions shall apply to such corporations
now existing and hereafter created.

(j) To wind up and dissolve itself, or to be wound up and dis-
solved in the manner provided by law.

(k) To exercise all other powers granted to corporations generally
by the laws of this State.

All corporations, other than public service corporations, organized
under the law of this State shall have power to enter into partnership
agreement with other corporations having similar powers and purposes,
whether organized under the laws of this or other States, or with any
individual or individuals; but no such agreement shall be entered into
except the same be authorized in a stockholder’s meeting by a resolu-
tion passed by unanimous vote of all the stockholders of each corpora-
tion affected, in the notice of which said meeting the object and pur-
pose thereof has been duly stated.

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