Chap. 335.—An ACT to amend and re-enact sections 3 and 15 of chapter 1, and
sections 3 and 8 of chapter 4 of an act entitled an act concerning corporations,
which became a law without the governor’s signature May 21, 1903.

Approved March 14, 1908.

1. Be it enacted by the general assembly of Virginia, That sections
three and fifteen of chapter one, and sections three and eight of chapter
four, of an act entitled an act concerning corporations, which became a
law without the governor’s signature May twenty-first, nineteen hundred
and three, be amended and re-enacted so as to read as follows: -

§3 (chapter 1).—Such certificate shall be signed by at least three
persons; shall be acknowledged by them before an officer authorized by
the laws of this State to take acknowledgments of deeds, and shall be
presented in term time or in vacation to the judge of the circuit court of
the county, or of the circuit, corporation or chancery court of the city
wherein the principal office of the corporation is to be located. Such
judge shall thereupon certify thereon whether, in his opinion, such
certificate is signed and acknowledged in accordance with the require-
ments of this act, and if not, in what respects it is faulty. As soon as
the certificate is so endorsed by the judge, and the fee and tax, if any,
required by law to be paid to the State upon the charter shall have been
duly paid, it, together with the receipt for such payment, and separate
certified checks or bank drafts, postal note or money order, one payable
to the secretary of the Commonwealth and one payable to the clerk of
the proper court for the amounts of the proper fees for recording such
charter, may be presented to the State corporation commission, which
shall ascertain and declare whether the applicants have, by complying
with the requirements of the law, entitled themselves to the charter and
shall issue or refuse the same accordingly. When so issued the certifi-
cate, with all endorsements, together with the order thereon of the
State corporation commission, shall be certified by the said commission,
as required by law, to the secretary of the Commonwealth, and by the
last-named officer recorded in the charter records of his office, who shall
thereupon certify the same to the clerk of the circuit court of the county,
or to the corporation court of the city wherein the principal office of
such corporation is to be located, or to the clerk of the chancery court
of the city of Richmond, when such principal office is to be located in
said city, who shall likewise record the same in a book to be provided
and kept for the purpose in his office, and when so recorded the fact
of such recordation shall be endorsed upon the said certificate, and the
said certificate, with all endorsements thereon, shall be returned by the
said clerk to the State corporation commission and lodged and preserved
in the office of its clerk. As soon as the charter shall have been lodged
for recordation in the office of the secertary of the Commonwealth, the
persons who signed and acknowledged said certificate, and their suc-
cessors, and such other persons as may be associated with them accord-
ing to the provisions of law, or of their charter, shall be a body, politic
and corporate, by the name set forth in the said certificate, with the
powers and upon the terms set forth therein, so far as not in conflict
with this act; and in addition shall have all the general powers and be
subject to all general restrictions and liabilities conferred and imposed
by this act and by the general laws of this State applicable thereto, not
in conflict with this act, or with said charter, as hereinbefore provided.
Any failure on the part of such clerk to comply with the provisions
of this section shall subject him to a fine of not less than ten dollars
nor more than one hundred dollars to be imposed by the State corpora-
tion commission.

§15. (chapter 1).—Whenever the principal purpose for which such
corporation was formed has failed, or the management of the corpora-
tion has been abandoned by its officers and directors, or when operations
under the charter have been suspended or abandoned for a period of
three years, or the corporation has become insolvent, it shall be lawful
for the circuit court of the county, or the circuit court of the city or
other court having chancery jurisdiction in the city, wherein the prin-
cipal office of such corporation is located, sitting in chancery, to wind
up and dissolve such corporation, and after requiring payment of all
taxes, fees and penalties due by it, make such disposition of its assets
as may be just and equitable, in a suit brought by a stockholder or
stockholders holding at least one-fourth of the capital stock of the
corporation. Within thirty days from such dissolution, the clerk of
the court entering such decree of dissolution shall certify that fact,
together with the style of the case and the date of the decree to the
State corporation commission. Any failure of such clerk so to do shall
subject him to a fine or not less than ten dollars nor more than one
hundred dollars to be imposed by the State corporation commission.
§3 (chapter 4).—Such certificate shall be signed by at least three
persons; shall be acknowledged by -them before an officer authorized
by the laws of this State to take acknowledgments of deeds; and shall
be presented in term time or in vacation to the judge of the circuit
court of the county, or of the circuit, corporation or chancery court of
the corporation wherein the principal office of the corporation is to be
located. Such judge shall thereupon ascertain and certify thereon
whether the persons signing and acknowledging the said certificate are
of good moral character, and suitable and proper persons to be incor-
porated for the purpose set forth in the said certificate; and shall further
certify whether in his opinion such certificate is signed and acknowledged
in accordance with the requirements of this act, and if not, .in what
respects it is faulty. As soon as the certificate is so endorsed by the
judge and the fee, if any, required by law to be paid to the State upon
the charter shall have been duly paid, it, together with the receipt for
such payment, and separate certified checks or banks drafts, or postal
note or money order, one payable to the secretary of the Commonwealth,
and one payable to the clerk of the proper court for the amount of the
proper fees for recording such charter, may be presented to the State
corporation commission, which shall ascertain and declare whether the
applicants have, by complying with the requirements of the law, en-
titled themselves to a charter, and shall issue or refuse the same accord-
ingly. When so issued, the certificate, with all endorsements, together
with the order of the State corporation commission, shall be certified by
the said commission, as required by law, to the secretary of the Com-
monwealth, and by the last-named officer recorded in the charter records
of his office, who shall thereupon certify the same to the clerk of the
circuit court of the county, or the corporation court of the city wherein
the principal office of such corporation is to be located, or to the clerk
of the chancery court of the city of Richmond, when such principal
office is to be located in said city, who shall likewise record the same
in a book to be provided and kept for the purpose in his office; and
when so recorded, the fact of such recordation shall be endorsed upon
the said certificate, and the said certificate, with all endorsements
thereon, shall be returned by the said clerk to the State corporation com-
mission and lodged and preserved in the office of its clerk. As soon as
the charter shall have been lodged for recordation in the office of the
secretary of the Commonwealth, the persons who signed and acknowl-
edged said certificate and their successors and such other persons as
may be associated with them according to the provisions of law, or of
their charter, shall be a body politic and corporate by the name set
forth in the said certificate; and as such shall have power to sue and be
sued, to contract and be contracted with, to plead and be impleaded in
any court.of law and equity; to make and use a common seal, which
may be affixed by making an impression directly on the paper, and to
alter or amend the same at pleasure; to appoint such officers, managers
and agents and to establish such branches and auxiliaries as the busi-
ness and purposes of the corporation may require; to make by-laws, rules
and regulations not inconsistent with the laws of this State or of the
United States for the government of the corporation and its members,
and for the management of its property and the regulations of its affairs ;
to take and to hold, by gift, purchase, grant, devise or bequest, any
property—real, personal, or mixed—and the same to dispose of at
pleasure; provided, however, that no such corporations shall, in its
corporate capacity, hold real-estate the yearly income derived from
which shall exceed the sum of fifty thousand dollars. In addition, such
corporation shall exercise any corporate powers necessary to, the pur-
poses above enumerated and given, and shall have all the general powers
and be subject to all the general restrictions and liabilities conferred and
imposed by this act, and by the general laws of this State applicable
thereto, not in conflict with this act. Any failure on the part of such
clerk to comply with the provisions of this section shall subject him to
a fine of not less than ten dollars nor more than one hundred dollars
to be imposed by the State corporation commission.

§8 (chapter 4).—Whenever the principal objects and purposes for
which any such corporation was formed has failed, or the management
of the corporation has been abandoned by its trustees, directors, or
managers, it shall be lawful for the circuit court of the county, or the
circuit or other court having jurisdiction in the city wherein the prin-
cipal office of such corporation is located, sitting in chancery, to wind
up and dissolve such corporation, and to make such disposition of its
assets as may be just and equitable in a suit brought by a creditor or by
one-fifth in number of the active members of such corporation ; provided,
however, that in the distribution of the assets of any such corporation
the court shall, after providing for the payment of all taxes, fees and
penalties due by it, and then for the payment of its debts, if any, if
there be no organization, or person or persons equitably entitled to any
such surplus, or any part thereof, direct the payment of such surplus,
or any part thereof, to which there is no equitable claim as aforesaid,
to be paid into the literary fund of this State. Within thirty days from
such dissolution, the clerk of the court entering such decree of dissolu-
tion shall certify that fact, together with the style of the case and the
date of the decree to the State corporation commission. Any failure
of such clerk so to do shall subject him to a fine of not less than ten
dollars nor more than one hundred dollars to be imposed by the State
corporation commission.