Chap. 296.—An ACT to amend and re-enact Section 3876 of the Code of Virginia,
as heretofore amended, the said section providing how corporations not or-
ganized for profit and in which no capital stock is required may dispose of or
encumber property, so as to prescribe how deeds and other instruments shall be
executed by such corporations and to validate certain deeds and other instru-
ments heretofore executed by them. [fH B 368]

Approved March 30, 1942

1. Be it enacted by the General Assembly of Virginia, That section
thirty-eight hundred and seventy-six of the Code of Virginia, as hereto-
fore amended, be amended and re-enacted, as follows:

Section 3876. How corporations may dispose of or encumber
property ; certain deeds and other instruments validated.—Any corpora-
tion chartered under this chapter and any similar corporation chartered
by any court or by any act of the General Assembly of Virginia may sell
or exchange, transfer and convey any of its property, real, personal or
mixed, to promote or advance the necessary objects and purposes of such
corporations, or for the purpose of reinvesting in other property, real or
personal, to be devoted to its objects and purposes, and may borrow
money and issue its notes and obligations therefor, and secure the pay-
ment of the same by deed of trust or mortgage, for the whole or any part
of the purchase price of any real estate purchased by such corporation, or
for the purpose of building or otherwise improving any real estate pur-
chased by such corporation, or for the purpose of building or otherwise
improving any real estate owned by it, or for the purpose of paying any
debt heretofore or hereafter contracted to promote or advance the objects
or purposes of such corporation.

Before any such corporation shall dispose of or encumber its real
property, the same shall be sanctioned by a vote of a majority of those
members of such corporation having voting power who are present, either
in person or by proxy, at a meeting of the members called by its board of
trustees, directors, or managers for that purpose, of which meeting no-
tice, by publication at least six times a week, for four successive weeks
prior to such meeting, in some newspaper published in the place where its
principal office is located, or having a general circulation therein, or notice
in writing shall be given to each member of the corporation having voting
power, by serving the same on him personally or by mailing it to him
addressed to the postoffice nearest his place of residence as it appears on
the books of the corporation, at least ten days prior to such meeting,
which notice shall state the time and place of the meeting and its. object.

If at such meeting a majority of those members having voting power
who are present, in person or by proxy, and voting shall vote in favor of
CHS. 296, 297] ACTS OF ASSEMBLY 421

disposing of or encumbering such real estate, or any part thereof, then
the board of trustees, directors or managers of such corporation shall be
authorized and empowered to dispose of such real estate, or to encumber
same by deed of trust or mortgage upon the real estate of such corpora-
tion, or any part thereof, and to execute and deliver in the name of the
corporation by its proper officers thereunto duly authorized and under
the corporate seal of such corporation, all necessary evidences of debt,
deeds, conveyances, deeds of trust, or mortgages, as may be necessary in
the premises; but no bonds shall be issued by any such corporation until
after full compliance with the provisions of section one hundred and
sixty-seven of the Constitution of this State, so far as applicable ; and in
default thereof, any such corporation shall be subject to all the penalties
prescribed in this chapter against corporations for issuing bonds without
first having complied with the provisions of said section of the Constitu-
tion. All deeds, deeds of trust, mortgages or other instruments heretofore
executed by or on behalf of any such corporation by its board of trustees,
directors or managers, or by its officers or such other persons as may have
been thereunto authorized by its board of trustees, directors or managers,
shall be held and the same are hereby declared valid and effective in all
respects, if otherwise valid according to the laws in force at the time such
deeds or other instruments were executed. |
In any case where it shall be stated by a member having voting power
in the power of attorney appointing his proxy, or be made to appear to
the satisfaction of the meeting in any other way, that by reason of age,
physical infirmities, or for any other cause, such member is unable to
attend any meeting called or held for any of the purposes mentioned in
this section, such members shall be allowed to vote at such meeting by
proxy appointed in the manner as is provided in cases of stock corpora-
tions by section thirty-seven hundred and ninety-nine of the Code and
the vote by proxy shall have the same effect as if cast by the member
present in person; provided, however, when the constitution of any such
corporation requires any of the above matters mentioned in this section
to be approved by a larger vote than a majority, then the vote required to
approve shall be governed by such constitution and not by this section.