Chap. 456.—An ACT to amend and re-enact section 3780, as heretofore amended,
section 3792, as heretofore amended, section 3793, section 3797 and section
3850, as heretofore amended, of the Code of Virginia in relation to corpora-
tions. [H B 293]

Approved March 26, 1928

1. Be it enacted by the general assembly of Virginia, That section
thirty-seven hundred and eighty of the Code of Virginia, as heretofore
amended, be amended and re-enacted so as to read as follows:

Section 3780. Amendment of charter after organization.—At any
time after organization any corporation organized under the laws of
this State may make any amendment (1) increasing or decreasing its
authorized capital stock; (2) creating shares of stock of one or more
classes with or without par value and providing 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, however, that as to any corporation
organized before April first, nineteen hundred and twenty-eight, noth-
ing herein contained shall be construed to require the exchange of stock
issued prior to such date, of a class having certain preferences, for
stock of another class or classes, without substantially the same prefer-
ences, except upon the consent of each such preferred stockholder, or
as to any corporation organized after April first, nineteen hundred
and twenty-eight, or as to the stock of any corporation organized before
but issued after such date, except upon the consent of two-thirds in
interest of such stockholders expressed in person or by proxy at a
meeting of such stockholders called and held as in this section here-
inafter provided, of which meeting notice shall he given as herein-
after provided in this section, or (3) make any other alteration or
extension of its charter that it may desire in manner following: The
board of directors shall pass a resolution declaring that such amend-
ment, alteration or extension is advisable, and calling a meeting of the
stockholders to take action thereon. Such meeting shall be held upon
notice by publication at least six times a weck for two successive
weeks prior to such meeting in some newspaper published in the
place where its principal office is located, or having a general circula-
tion therein, or after notice in writing shall have been given to each
of the stockholders of record, by serving the same on them personally
or by mailing it to their last-known postoffice address as furnished by
them to the officers of the corporation, at least ten days prior to such
meeting, and in such notice shall be stated the time and place of the
meeting and its object. If two-thirds in interest of each class of
the stockholders having voting powers shall be present or represented
at such meeting, and shall vote in favor of such amendment, alteration
or extension, a certificate thereof shall be made by the president or by
one of the vice-presidents, under the seal of the corporation, attested
by its secretary, or an assistant secretary, and acknowledged by them
before an officer authorized by the laws of this State to take acknowl-
edgments of deeds. Such certificate shall show that the requirements
of this section have been complied with and shall further show the
total number of shares of each class of stock issued and outstanding,
having voting power, the number of such shares present and the number
of such shares voting in favor of the proposed amendment, and such
certificate, together with the receipts for the payment of any fee to
the State that may be imposed thereon by law, shall be presented to
the State corporation commission, which shall ascertain and declare
whether the applicants, by complying with the requirements of the
law, have entitled themselves to the amendment, alteration or ex-
tension applied for, and shall issue or refuse the same accordingly.
If the same be issued, the certificate, with the order thereon of the
commission, shall be forthwith certified to the secretary of the Com-
monwealth for recordation in like manner as a certificate for an original
charter, and if the amendment be to the charter of a corporation. re-
quired 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
court in which the original charter was recorded, to be by him recorded
and returned to the clerk of the commission. 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 certificate
of amendment shall be lodged and preserved in the office of the clerk
of the commission, as original certificates and articles of association.

As soon as 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 amend-
ment, alteration, or extension shall contain only such provisions as
would be allowable or proper to be contained in the original certificate
or articles of association if made at the time of making such amend-
ment, alteration or extension. If by such amendment the corporate
name is changed, the par value of the stock 1s changed, or an exchange
of shares is provided for, certificates for the new shares shall be issued
in exchange therefor, and no stockholders, 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 authorizing 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 the new stock shall
have been issued therefor. No amendment, change or addition sub-
stantially changing the object for which said corporation was chartered,
or extending the duration of its corporate existence, shall be made
except by unanimous consent of all the stockholders of said cor-
poration. ;

2. Be it enacted by the general assembly of Virginia, That section
thirty-seven hundred and ninety-two of the Code of Virginia, as here-
tofore amended, be amended and re-enacted so as to read as follows:

Section 3792. Power to create two or more kinds of stock, etc., and
to increase or decrease stock; redemption of preferred stock; divi-
dends.—Every corporation shall have power to create two or more
kinds of stock, any of which may be stock with par value or stock
without par value, of such classes, with such designations, preferences
and voting powers, or restrictions or qualifications thereof, as shall be
stated and expressed in the charter, certificate of incorporation, or
articles of association; or in any amendment thereof; and the power to
increase or decrease the stock as elsewhere provided, shall apply to all
or any of the classes of stock. Any or all classes of preferred stock
may, if desired, be made subject to redemption. at such time or times
and at such price, to be stated in dollars, not less than par, in the case
of stock with par value and not less than the value received therefor
by the corporation in the case of stock without par value, as may be
expressed or provided for in the certificate of incorporation or anv
amendment thereof; and the holders of such preferred stock shall be
entitled to receive and the corporation bound to pay thereon dividends
at such rates and on such conditions as shall be stated in its charter
or any amendment thereof or in the original or amended cértificate
of incorporation, or articles of association, or in any amendment
thereof ; and such dividends may be made payable before any dividends
shall be set apart or paid on the common stock, and such dividends
may be made cumulative. The holders of such preferred stock shall
be entitled to such rights upon the dissolution or any distribution of
the assets of the corporation as may be expressed in the certificate of
Incorporation or any amendment thereof. In the case of preferred
stock entitled to limited preferential dividends and to a fixed amount
upon dissolution or upon any distribution of the assets of the corpora-
tion, the board of directors may be empowered by the certificate of
incorporation or any amendment thereof to cause such stock to be
issued in series with variations, as may be determined by the board of
directors prior to the issue thereof, as to the distinctive serial designa-
tions, as to the rate or rates of dividends payable thereon, as to the
times of payment of and the dates from which such dividends shall
be cumulative, as to the prices and terms upon which the same may be
redeemed, as to the amount or amounts which shall be paid to the
holders thereof in case of voluntary or involuntary dissolution or any
distribution of assets, as to voting powers (if any), as to the amount
of any sinking fund (if any), providing for the purchase or redemp-
tion thereof, and as to the rights (if any), to convert the same into
and/or purchase stock of any other series or class or other securities,
but the stock of each such series of the same class shall in all other
respects be equal. Upon the creation and before the issue of any such
series the designation, descriptions and terms thereof shall be set forth
in a certificate made by the corporation signed by its president or a
vice-president, under the corporate seal attested by its secretary or an
assistant secretary and acknowledged 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 corporation has, by complying with
the requirements of the law, entitled itself to file such certificate, and
shall issue or refuse to issue a certificate permitting the same accord-
ingly. Any certificate so issued by the commission shall be certified to
the secretary of the Commonwealth, to be recorded by him as pro-
vided with reference to original certificates of incorporation, and shall
be certified by him to the clerk of the circuit court of the county, or
circuit, corporation, or chancery court of the city in which the original
certificate of incorporation is recorded, and the clerk of such court
shall thereupon record the same in his office in a book provided and
kept for the recordation of charters and shall endorse the fact of such
recordation upon the said certificate and return the same to the State
corporation commission, to be lodged and preserved in the office of its
clerk.

No corporation organized after April first, nineteen hundred and
twenty-eight, shall, without unanimous consent of the class or classes
of stockholders affected thereby, have the power to change the voting
rights and/or the priority as to assets or dividends of any stockholder,
or to change the amount or time at which any preferred stock 1s re-
deemable, or to issue any stock taking priority, either as to assets
and/or dividends, over any preferred stock then issued and outstand-
ing, unless such power be provided for in its charter or certificate ot
incorporation at the time the stock was issued; and, 1f any such power
or powers be conferred by the charter or certificate of incorporation
then every subscription agreement for the purchase of and everv certi-
ficate for any stock which, without unanimous consent of the class or
classes of stockholders affected thereby, may be made subject to a
stock taking priority thereover as to assets and/or dividends, or may
have its voting rights and/or priorities as to assets or dividends
and/or the amount or time at which such stocks shall be redeemable.
changed, shall have printed, lithographed or engraved upon the tace
or back thereof such subscription, agreement or certificate in letters
not smaller than small pica, a statement showing that the corporation
has the power, without unanimous consent of the class or classes of
stockholders affected thereby to issue stock taking preference thereover
as to assets and/or dividends, and/or to change the voting powers
and/or the preference of the stockholder and/or the amount or time
at which any preferred stock may be redeemable.

3. Be it enacted by the general assembly of Virginia, That section
thirty-seven hundred and ninety-three of the Code of Virginia be
amended and re-enacted so as to read as follows:

Section 3793. Stockholder’s certificate——Every stockholder shall be
entitled to a certificate or certificates, signed by the president, or one
of the vice-presidents, if any, and the treasurer, or by any two officers
of the corporation thereto, authorized by the board of directors, certi-
fying the number of shares owned by him in such corporation.

In addition to the requirements of section thirty-seven hundred
and ninety-two all certificates for stock which is restricted or limited
as to its transferability or voting powers, or which is preferred or
limited as to its dividends, or as to its share of the assets of the cor-
poration upon dissolution, shall have a statement of such restriction.
limitation or preference stated upon the face or the back thereof.

4. Be it enacted by the general assembly of Virginia, That section
thirty-seven hundred and ninety-seven of the Code of Virginia be
amended and re-enacted so as to read as follows:

Section 3797. Transfer books; when same may be closed by order
of directors——Transfer books shall be kept by the corporation or by
one or more transfer agents appointed by it in which shares shall be
transferred under such regulations as may be prescribed by the by-
laws. Such transfer books shall be closed by order of the board
of directors for not exceeding thirty days next preceding any stock-
holders’ meeting; provided that in lieu of closing the transfer books as
aforesaid, the by-laws may fix or authorize the board of directors to
fix in advance a date not less than ten nor more than thirty davs pre-
ceding the date of any meeting of stockholders or the date tor the
payment of any dividend or the date for the allotment of rights, or
the date when any change or conversion or exchange of capital stock
shall go into effect, as a record for the determination of the stock-
holders entitled to notice of ard to vote at any such meeting or en-
titled to receive payment of any such dividend, or any such allotment
of rights, or to exercise the rights in respect to any such change, con-
version or exchange of capital stock, and in such case only stockholders
of record on the date so fixed shall be entitled to such notice of and
to vote at such meeting, or to receive payment of such dividend, or
allotment of rights, or exercise such rights, as the case may be, and
notwithstanding any transfer of any stock on the books of the corpora-
tion after such record date fixed as aforesaid.

5. Be it enacted by the general assembly of Virginia, That section
thirty-eight hundred and fifty of the Code of Virginia, as heretofore
amended, be amended and re-enacted so as to read as follows:

Section 3850. What certificate to set forth—Such certificate of in-
corporation shall set forth:

(a) The name of the corporation, which name shall contain the
word “corporation,” or the word “incorporated,” and shall be such as to
distinguish it from any other corporation engaged in a similar business
or promoting or carrying on similar objects or purposes in this State.

(b) The name of the county (and the postoffice address therein )
and the city or town wherein its principal office in this State is to be
located.

(c) The purpose for which it is formed. |

(d) The maximum and minimum amount of stock of the cor-
poration and its division into shares; and if there be more than one
class of stock created by the certificate of incorporation, a description
of the different classes thereof, with the terms on which such different
classes are created; and if the corporation is to issue in series any
class of stock which is preferred as to dividends, assets or otherwise
over stock of any other class or classes, there shall be set forth in the
certificate of incorporation the limits, if any, of variation between
each series of each class, as to the rate of dividend payable thereon,
the price and terms upon which the same may be redeemed and as to
the amount which shall be paid to the holders thereof in case of dis-
solution or any distribution of assets and as to the terms or amount
of any sinking fund provided for the purchase or redemption thereof.

(e) The period, if any, limited for the duration of the corporation.

(f{) The names and residences of the officers and directors who,
unless sooner changed by the stockholders, are for the first year to
manage the affairs of the corporauon.

(g) The amount of real estate to which its holdings at any time
are to be limited.

(h) The certificate shall also contain the information required by
section forty-two hundred and two, if the company to be incorporated
be an insurance company. °

(i) The certificate of incorporation may also contain any provi-
sion not contrary to law which the incorporators may choose to insert
for the regulation of the business, and for the conduct of the affairs
of the corporation; and any provision creating, defining, limiting or
regulating the powers of the corporation, of the directors or ot the
stockholders, or of any class or classes of stockholders.

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