Chap. 327.—An ACT to amend and re-enact section 30 of chapter 5, of an act
entitled “an act concerning corporations,” which became a law on the 21st
day of May, 1903.

Approved March 20, 1906.

1. Be it enacted by the general assembly of Virginia, That section
thirty of chapter five of an act entitled an act concerning corporations,
which became a law on the twenty-first day of May, nineteen hundred
and three, be amended and re-enacted so as to read as follows:

§30. Whenever, in the judgment of the board of directors, it shall be
deemed advisable, and for the benefit of any corporation organized under
this act, or under any charter heretofore granted by any court or by the
general assembly of Virginia, that it shall be dissolved, the board, within
ten days after the adoption of a resolution to that effect by a majority of
the whole board, at any meeting called for that purpose, of which meeting
notice, by publication at least six times a week, for two successive weeks
prior to such meeting, in some newspaper published in or near the place
where its principal office is located, or notice shal] be given in person or
‘shall be mailed to every director, at least three days prior to such meet-
ing, shall cause notice of the adoption of such resolution to be mailed
to each stockholder of record; and also, beginning within the said ten
days, cause a like notice to be published in a newspaper published in the
‘county or city wherein the corporation shall have its principal office; but
if there be no such newspaper published in said county or city, then in a
newspaper published in a county or city convenient to the county or city in
which said principal office is located, at least once a week for four suc-
cessive weeks next preceding the time appointed for the same, of a meet-
ing of the stockholders to be held at the principal office of the corpora-
tion, to take action upon the resolutions so adopted by the board of
directors, and which meeting may on the day so appointed by the con-
sent of the majority in interest of the stockholders present, be adjourned
from time to time; and if, at any such meeting, or adjourned meeting,
two-thirds in interest of the stockholders shall consent that a dissolution
shall take place, and signify their consent in writing, given either in per-
son or by proxy, such consent, together with a list of the names and resi-
ences of the directors and officers, certified by the president, secretary,
and treasurer, shall be filed in the office of the clerk of the State corpora-
tion commission, and the commission, upon being satisfied by due proof
that the requirements of this act have been complied with, shall issue a
certificate that such consent has been filed, and thereupon the said corpo-
ration shall stand dissolved, and the board shall proceed to settle up and
adjust its business and affairs. Whenever all the stockholders shall con-
sent to the dissolution, no meeting or notice thereof shall be necessary, but
on filing the said consent in the office of the State corporation commission,
the said commission shall issue a certificate of dissolution, and the said
corporation shall thereupon stand dissolved, and the said board shall pro-
ceed to settle up and adjust the business and affairs of the said corpora-
tion: provided, however, that no such dissolution shall effect the rights
of any creditor of the said corporation existing at the time of such dis-
solution.

In the case of a corporation having no capital stock, the directors, man-
agers, trustees, or other governing board, shall take the action herein-
before required of the board of directors, and the members of the corpo-
ration such action as is hereinbefore required of the stockholders.

All corporations, whether they expire by their own limitation or are
otherwise dissolved, shall, nevertheless, be continued for such length of
time, not exceeding three years, from such dissolution or expiration, as
may be necessary for the purpose of prosecuting and defending suits by
or against them, and of enabling them gradually to settle and close their
business, to dispose of and convey their property, and to divide their
capital, but not for the purpose of continuing the business for which said
corporations shall have been established. If the affairs of any such
corporation shall not be wound up by its directors within three years
from such dissolution or expiration, they shall be wound up in the man-
ner provided by section thirty-two of this act.

At any time within three years from the dissolution or expiration of
any such corporation, whether heretofore or hereafter dissolved or ex-
pired, if said corporation is not in the hands of a receiver, and if its
directors have not succeeded in making disposition of its properties, or
have not disposed of some part of same essential to the exercise of the
franchise it possessed, said corporation may apply for and obtain a new
charter in the manner following:

The board of directors, or stockholders, holding not less than one-tenth
of the stock of the corporation, shall call a meeting of the stockholders,
the meeting to be held upon notice by publication at least six times a
week for two successive weeks prior to said meeting in some newspaper
published in or near the place where the principal office of said corpora-
tion is located, or upon notice in writing to each of the stockholders, to be
served on him personally or by mailing the same to him at his last known
postoffice address at least ten days prior to said meeting, which notice
must state the time and place of said meeting, and its object. If at
any such meeting, or any adjournment thereof, two-thirds in interest of
all the stockholders, in person or by proxy, shall vote in favor of obtain-
ing said new charter, a certificate shall be executed and acknowledged by
persons chosen for that purpose by the stockholders in said meeting in
the same manner and form and setting forth the same facts as the cer-
tificate required and authorized by this act to be executed and filed to
obtain a charter for a similar corporation. The name and powers of the
corporation set out in said certificate shall be the same as the name and
powers of the dissolved or expired corporation. The amount of the capi-
tal stock shall be the same as the capital stock of said dissolved or expired
corporation. Said certificate shall further set forth the fact that appli-
cation is made for said charter for the purpose of continuing the corpo-
rate existence and powers of said dissolved or expired corporation, and in
pursuance of a vote of two-thirds in interest of all stockholders, in person
or by proxy, at a meeting duly called to consider the application for a
new charter.
When properly signed and acknowledged, the said certificate, together
with a receipt showing the payment of the fee, if any, required by law to
be paid to the State upon the charter, may be presented to the State cor-
poration commission, which shall ascertain whether the applicants have,
by complying with the requirements of the law, entitled themselves to the
charter applied for, and shall issue or refuse the same accordingly, but
it shall not issue the charter unless said applicants produce before the
commission receipts showing the payment of the registration fee and
franchise tax and any other dues to the State for all the years since the
granting of a charter in the first instance.

If the charter be issued, the said certificate, with the order thereon of
the State corporation commission, shall forthwith be certified as required
by law to the secretary of the Commonwealth for recordation. And
when the said writing, with the order of the commission thereon, shall be
lodged in the office of the secretary of the Commonwealth, the corporate
existence and powers of said corporation shall be at once revived and
continued, and shall thereafter be held by said corporation in all respects
in accordance with the terms of the said new charter issued by the State
corporation commission in pursuance of said certificate and the general
laws governing such corporations. No organization or other meeting of
the stockholders shall be necessary, and the persons named as directors
shall continue as such until changed in the manner prescribed by the
by-laws, which, as well as the common seal, shall be and remain, until
properly changed, those possessed by said corporation before dissolution
or expiration, and all acts of the stockholders, directors, officers and
agents of the corporation subsequent to said dissolution or expiration
shall be as valid and effective for all purposes and as to all persons, and
as binding upon said corporation as if its corporate existence had never
been suspended for any purpose, whether said acts were done or per-
formed before or after the said new charter was procured, and said cor-
poration shall succeed to all the rights, assets, and liabilities of said dis-
solved or expired corporation. In making reports to the State corpora-
tion commission, and in all matters between such corporation and the
State, the said new charter obtained in accordance with the provisions
hereof shall be deemed to be the charter of the corporation and the date
of filing and recording the application for said new charter shall be con-
strued to be the date of filing and recording the articles of association of
such corporation.

Nothing in this section, however, shall be construed to in any way
impair the rights of creditors of the corporation applying for said re-
newal of its charter, nor to abate any proceedings instituted by said cred-
itors, except that, after the granting of said new charter, the period prior
thereto during, which the operations of the corporation were suspended
shall not be ground for any new proceedings to attack the corporate ex-
istence of said corporation.
TIME FOR THE COMMENCEMENT OF THE REGULAR
TERMS OF THE CIRCUIT COURTS
OF VIRGINIA.

The subjoined list is published in accordance with the order of the
Supreme Court of Appeals of Virginia and the opinion of the Attorney
General of Virginia, both of which are as follows:

VIRGINIA:
At a Special Session of the Supreme Court of Appeals, held at
the State Library Building in the City of Richmond, on Wed-
nesday, the 11th day of April, 1906.

R. Carter Scott, Judge of the Tenth Judicial Circuit ............. Plaintif?
against
John W. Williams, Clerk of the House of Delegates and Keeper of
the Rolls of Virginia, and Davis Bottom, Superintendent of Public
Printing’ «<<< ews 2s sews swam oo ew s & wwe WEL Fas Ss BHR F WHE FT Reece Respondents

Upon a petition for a peremptory writ of mandamus to compel John
W. Williams, Clerk of the House of Delegates, and as such Keeper
of the Rolls of Virginia, and Davis Bottom, Superintendent of Public
Printing, to insert in the table they will publish in the volume of
the Acts of 1906, showing the commencement of the regular terms of
the Circuit Courts of this State, the terms of the Tenth Judicial
Circuit as set out in the act of the General Assembly, approved March
15, 1904 (Acts 1904, chapter 229, p. 335), to-wit:

“Tenth Circuit
3059j. Henrico—First Monday in January, April, July and October.
City of Richmond—First Monday in February, May and
November.”

This day came again the parties by counsel, and the court having maturely
considered the petition of the plaintiff, the exhibit filed therewith, and the
demurrer and answer of the respondents, is of opinion, that the act ap
proved March 14, 1906, fixes the time for holding the terms of the Sixteenth
Judicial Circuit only, and does not apply to the Tenth Circuit or any one
of the other Circuits of this Commonwealth; the time for holding the several
terms of the Circuits other than the Sixteenth being regulated by the act
approved March 15, 1904. (Acts 1904, ch. 229, p. 335.)

It is therefore considered that a peremptory writ of mandamus issue.
directed to John W. Williams, Clerk of the House of Delegates, and as such
Keeper of the Rolls of Virginia, and Davis Bottom, Superintendent of Public
Printing, requiring them to insert in the volume of the Acts of 1906, tables
showing the commencement of the regular terms of the Circuit Courts of this
State in conformity with the view expressed in this order.