CHAPTER 466

An Act to amend and reenact § 18.1-21 of the Code of Virginia relating
to the issuance of fractional shares. 5 218
(S 213]

Approved April 4, 1966

Be it enacted by the General Assembly of Virginia:

l That § 13.1-21 of the Code of Virginia be amended and reenacted as
ollows:
§ 18.1-21. No fractional shares may be issued except tn the case of
open-end investment trusts, but any corporation may, by action of its board
of directors issue in lieu thereof scrip in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the sur-
render of such scrip aggregating a full share. Scrip shall not entitle the
holder to exercise voting rights and except as otherwise provided therein
shall not entitle the holder to receive dividends thereon or to participate in
any of the assets of the corporation in the event of liquidation. The board
of directors may cause scrip to be issued subject to the condition that it
shall become void if not exchanged for certificates representing full shares
before a specified date, or subject to the condition that the shares for which
such scrip is exchangeable may be sold by the corporation and the proceeds
thereof held for the holders of such scrip, or subject to any other conditions
that the board of directors may deem advisable. When a shareholder would
otherwise be entitled to a fractional share upon a conversion of shares or a
dividend payable in shares, the board of directors may, in lieu of issuing
scrip, authorize payments in cash based on the fair value of the shares as
determined by the board of directors and their determination, in the absence
of fraud, shall be final.