CHAPTER 320

An Act to amend the Code of Virginia by adding thereto in Title 18
thereof a new chapter numbered 4.1 containing § 18-39.1, relating to
reorganization of certain corporations, so as to provide a manner in
which a plan of reorganization may be effected; to provide for amend-
ments to charters and by-laws of such corporations; to provide for
filing and recordation of certain certificates; to limit the time within
which such chapter shall be applicable; and to provide for payment

of certain fees.
[H 497]

Approved March 18, 1954

Be it enacted by the General Assembly of Virginia:

1. That the Code of Virginia be amended by adding thereto in Title 13
thereof a new chapter numbered 4.1 containing § 13-39.1 as follows:

§ 13-39.1. (a) Any corporation organized under this title or existing
under the laws of this State, a plan of reorganization of which, pursuant
to the provisions of any applicable statute of the United States relating
to reorganizations of corporations, has been or shall be confirmed by the
decree or order of a court of competent jurisdiction, may pv¢ into effect
and carry out the plan and the decrees and orders of the court or judge
relative thereto and may take any proceeding and do any act provided in
the plan or directed by such decrees and orders, without further action by
its directors or stockholders. Such power and authority may be exercised,
and such proceedings and acts may be taken, as may be directed by such
decrees or orders, by the trustee or trustees of such corporation appointed
in the reorganization proceedings (or a majority thereof), or if none be
appointed and acting, by designated officers of the corporation, or by a
master or other representative appointed by the court or judge, with like
effect as if exercised and taken by unanimous action of the directors and
stockholders of the corporation.

(b) Such corporation may, in the manner provided in subsection (a)
of this section, but without limiting the generality or effect of the fore-
going, alter, amend or repeal its by-laws; constitute or reconstitute and
classify or reclassify its board of directors, and name, constitute or appoint
directors and officers in place of or in addition to all or some of the direc-
tors or officers then in office; amend its certificate of incorporation, and
make any change in its capital or capital stock, or any other amendment,
change, or alteration, or provision, authorized by this chapter; be dissolved,
transfer all or part of its assets, merge or consolidate as permitted by this
title, in which case, however, no stockholder shall have any statutory right
of appraisal of his stock; change the location of its principal office and
remove or appoint an agent to receive service of process; authorize and
fix the terms, manner and conditions of, the issuance of bonds, debentures
or other obligations, whether or not convertible into stock of any class, or
bearing warrants or other evidences of optional rights to purchase or
subscribe for stock of any class; or lease its property and franchises to
any corporation, if permitted by law.

(c) The certificate of amendment, change or alteration, or of disso-
lution, or any agreement of merger or consolidation made by such cor-
poration pursuant to the foregoing provisions shall be made, executed,
and acknowledged, as may be directed by such decrees or orders, by the
trustee or trustees appointed: in the reorganization proceedings (or a
majority thereof), or, if none be appointed and acting, by officers of
the corporation, or by a master or other representative appointed by the
court or judge, and shall certify that provision for the making of such
certificate, agreement or instrument is contained in a decree or order of
a court or judge having jurisdiction of a proceeding under such applic-
able statute of the United States for the reorganization of such corpora-
tion, and shall be presented to the State Corporation Commission which
shall ascertain and declare whether the corporation by complying with
the requirements of law is entitled to the amendment, change or altera-
tion, or the dissolution or the merger or consolidation applied for and
shall issue or refuse the same accordingly. Any certificate issued by the
Commission under this chapter together with any other instrument
required by law to be recorded therewith shall be admitted to record in
the office of the Commission and thereupon shall be effective and shall be
certified to and recorded by the clerk of any court in this State in the
same manner as if the corporation had not been in reorganization
proceedings.

(d) The provisions of this section shall cease to apply to such corpora-
tion upon the entry of a final decree in the reorganization proceedings
closing the case and discharging the trustee or trustees, if any.

(e) On filing any certificate, agreement, report or other paper made
or executed pursuant to the provisions of this section, there shall be paid
to the State Corporation Commission the same fees as are payable by
corporations not in reorganization upon the filing of like certificates, agree-
ments, reports or other papers.