Chap. 17.—An ACT to amend and re-enact clauses 7 and 39, chapter 5, of an
act entitled ‘an act concerning corporations,” which became a law without
the governor's signature May 21st, 1903.

Approved February 15, 1906.

1, Be it enacted by the general assembly of Virginia, That sections
seven and thirty-nine of chapter five of an act entitled “an act concern-
ing corporations,” which became a law without the governor’s signa-
ture May twenty-first, one thousand nine hundred and three, be amended
and re-enacted so as to read us follows:

7. The annual meeting of the stockholders shall be held at such place in
this State as may, from time to time, be fixed by the board of directors
on such day as may be prescribed in the charter, certificate of incorpora-
tion in the articles of association, or in some amendment thereof, or by the
by-laws ; or if none be so prescribed, on such day as, from time to time,
may be appointed by the stockholders in meeting; or if they shall not
have appointed, then by the board of directors. A meeting other than
the annual meeting may be held at any time upon the call of the board of
directors, or of stockholders holding together at least one-tenth of the
capital stock.

At any annual or other meeting of stockholders action may be taken
upon any subject which is not by this act required to be stated in the
notice of meeting, and, in addition thereto, upon any special subject
which might be acted upon at a svecial meeting called for the purpose,
when, in the last mentioned case, in the notice of such annual or other
meeting, the purpose to consider and act on such special subject is stated.

In all cases, unless other notice be provided in the charter, certificate of
incorporation, articles of association, or in some amendment, or by the
stockholders in meeting, or by some provision of this act, notice in writing
of the time and place of such meeting, whether annual or not, shall be
given to each stockholder in person, or by publication at least six times a
week for two successive weeks, or once a week for four successive weeks:
where no daily paper is published in the county, city or town, in a news-
paper published in or near the place where the last annual meeting was
held. And in any case where notice is required before a meeting of the
stockholders or of subscribers to the capital stock can be held for the pur-
pose of organization, or for any other purpose, such notice and the publi-
cation or other service thereof may be waived in writing by, or by the at-
tendance in person, or by proxy of, all the stockholders or subscribers.

39. Every domestic corporation and every foreign corporation doing busi-
ness within this State shall file in the office of the State corporation
commission, after the first election of officers and directors, and annually
thereafter, within thirty days after the time appointed for holding the
annual election of directors, a report authenticated by the signature of
the president or one of the vice-presidents or of secretary of the corpo:
ration stating:

(a) The name of the corporation.

(b) The location (county or city, street and number, if any there be)
of its principal office in the State, and the name of the agent upon whom
process against the corporation may be served.

(c) The character of its business.

(d) The amount of its authorized capital stock, if any, and the amount
ictually issued and outstanding.

(e) The names and addresses of the officers and directors of the cor-
vyoration, and when their respective terms of office expire.

(f) The date, if any, appointed for the next annual meeting of the
tockholders.

Tf such report is not made and so filed, the corporation shall be eub-
ect to a fine of not less than twenty-five dollars nor more.than one hun-
lred dollars, to be imposed and judgment entered therefor by the State
orporation commission and enforced by its process.