Chap. 35.—An ACT to amend and re-enact sections 2 and 14 of chapter 1,
sections 1 and 6 of chapter 2, section 1 of chapter 3, sections 2 and 7
of chapter 4, and section 7 of chapter 5 of the act concerning corporations,
which became a law May 21, 1903.

Approved February 17, 1910.

1. Be it enacted by the general assembly of Virginia, That sections
two and fourteen of chapter one; sections one and six cf chapter two;
section one of chapter three; sections two and seven of chapter four and
section seven of chapter five of the act concerning corporations, which
became a law on May twenty-first, nineteen hundred and three, be
amended and re-enacted so as to read as follows:

° Chapter [

§2. Such certificate of incorporation shall set forth:

(a) The name of the corporation, which name shall contain the word
“corporation,” or the word “incorporated,” and shall be such as distin-
guish it from any other corporation engaged in a similar business, or pro-
moting or carrying on similar objects or purposes in this State.

(b) The name of the county (and the postoffice address therein),
city or town wherein its principal office in this State is to be located.

(c) The purposes for which it is formed. -

(1d) The maximum and minimum amount of capital stock of the
corporation, and its division into shares; and if there be more than one
class of stock created by the certificate of incorporation, a description of
the different classes thereof, with the terms on which such different
classes are created.

(ec) The period, if any, limited for the duration of the corporation.

({) The names and residences of the officers and directors who, un-
less sooner changed by the stockholders, are for the first year to manage
the affairs of the corporation.
(g) The amount of real estate to which its holdings at any time are
to be limited.

(h) The certificate of incorporation may also contain any provision
which the incorporators may choose to insert for the regulation of the
business, and for the conduct of the affairs of the corporation; and any
provision creating, defining, limiting, or regulating the powers of the
corporation, of the directors or of the stockholders, or of any class or
classes of stockholders: provided, such provision be not inconsistent with
this act.

§14. Every corporation incorporated under the provisions of this
chapter and of chapters three and four of this act, and every corpora-
tion of the same or similar general class or nature heretofore incorpo
rated by the general assembly or under the laws of this State, shall, after
each annual meeting of its stockholders, certify to the clerk of the cir-
cuit court of the county, or the clerk of the circuit, corporation, or
chancery court of the city, wherein is located its principal office, a list
of the officers and directors of such corporation elected at said annual
meeting, and it shall be the duty of the clerk of the circuit court of
said county, or of the clerk of the circuit, corporation, or chancery
court of said city, to keep a file of such certificates, which shall
be open to public inspection; and the clerk of such court shall be
entitled to a fee of twenty-five cents for filing such certificate, to be paid
by the said corporation; and every such corporation, all of the officers
and directors of which are non-residents of the city or county in which
its principal offices are located, shall, before commencing to do business,
by written power of attorney, appoint some practicing attorney at law
residing in the city or county wherein the principal office of said corpora-
tion is Jocated, its attorney or agent upon whom all legal process against
the corporation may be served, and who shall be authorized to enter an
appearance in its behalf. Such power of attorney shall be recorded in
the clerk’s office of the circuit court of the county, or of the clerk's office
of the circuit, corporation, or chancery court.of the city wherein the prin-
cipal office of the said corporation is located. Such power of attorney shall
remain effective until lawfully revoked, and when lawfully revoked shall
be immediately re-executed and recorded. A duplicate of such power of at-
torney shall be filed with the clerk of the State corporation commission.
Written notice of the resignation or voluntary revocation of such power
of attorney by the corporation shall be forthwith filed in the clerk’s
office wherein it is recorded, and the clerk shall note such resignation or
revocation on the margin of the page of the book wherein the power of
attorney is recorded, and be entitled to a fee of twenty-five cents there-
for, and until this is done such revocation shall be ineffective and the
original power of attorney shall remain effective. If there be no such
attorney in fact in office residing in such county or city then all legal
process against such corporation may be served upon the clerk of the
court of such county or city, wherein is such principal office, having juris-
diction of the suit, action or proceeding. Any such corporation failing
to comply with the provisions of this section within sixty days after its
annual meeting shall be fined not less than fifty dollars nor more than
one hundred dollars, and each day’s continuance of such failure may be
construed to be a separate offense under this section, such fine to be im-
pored and enforced by the State corporation commission, with right of
appeal to the supreme court of appeals; and if any such corporation
shall be in default for more than six months in complying with the pro-
visions of this section, the State may proceed against such corporation by
writ of quo warranto, or information in the nature of a writ of quo war-
ranto, for the vacation and forfeiture of its charter, and upon judgment
in such proceeding against any such corporation, its charter shall there-
after be vacated and forfeited. Such proceeding shall be instituted and
prosecuted by the attorney-general, at the request of the State corpora-
tion commission.

Chapter I].

S1. Any number of persons, not less than seven, may form a corpora-
tion under the provisions of this act, for the purpose of purchasing at
any sale under the decree of any court of this State, other State, or the
United States, or at any foreclosure sale under deed of trust or mort-
gage, leasing or constructing, and of maintaining and operating a rail-
road or railroads, to be operated with any kind of motive power, and to
be used as a common carrier in the conveyance of persons or property, or
beth: and for that purpose may make and sign articles of association, in
lieu of a certificate of incorporation heretofore, in chapter one of this act,
authorized, in which articles of association shall be stated:

(a) The name of the corporation.

(b) The principal terminal places to and from which it is proposed
for such road or roads to be purchased, leased or constructed, main-
tained and operated.

(c) The estimated length of the main line or lines of such road or
roads, and the name of each city and county in this State through or into
which it is constructed or intended to be constructed.

(d) The period, if any, limited for the duration of the corporation.

(e) The maximum and minimum amount of capital stock of the cor-
poration and its division into shares.

(f) The names and places of residence of the officers and directors
who shall manage the affairs of the corporation for the first year, unless
others are sooner chosen by the stockholders to act in their places. The
number of directors shall not be Jess than seven.

g¢) The place in this State in which its principal office will be lo-
cated, together with the name of its postoffice.

(h) The articles of association may also contain any provisions which
the incorporators may choose to insert for the regulation of the busi-
ness and the conduct of the affairs of the corporation, and any provis-
ions as to the plan of financial organization or relating to the internal
regulation or government of the corporation, its directors, stockholders,
or any class or classes thereof: provided, such provisions are not contrary
to the provisions of this act.

§6. The charter of any railroad corporation existing at the time of
the passage of this act, or thereafter organized under any charter here-
tofore granted by the general assembly, may be altered or amended as
hereinafter provided, so as to obtain, as a part of its charter, any privi-
leges, power or authority, not inconsistent with this act, and the gen-
eral inccrporation laws of this State which might be obtained and en-
joyed by any railroad corporation organized hereunder, and the charter
of any such corporation may also be extended as hereinafter set forth:
provided, that any such corporation which shall hereafter accept or af-
fect any amendment or extension of its charter hereunder, shall be con-
clusively presumed to have thereby surrendered every exemption from
taxation and every non-repealable feature of its charter and of the
amendments thereof; and also all exclusive rights or privileges thereto-
fore granted to it by the general assembly and not enjoyed by other cor-
porations of a similar general character, and to have thereby agreed to
thereafter hold its charter and franchises and all amendments thereof
under the provisions and subject to all the requirements, terms, and
conditions of the Constitution of Virginia, and of any laws passed in
pursuance thereof, so far as the same may be applicable to such corpo-
rations. Such alterations, amendments or extensions, when author-
ized by a two-thirds vote of the stockholders present or represented and
voting at a meeting, which two-thirds shall amount to at least a major-
ity in interest of the capital steck of the corporation, may be applied for
by a writing signed in the name of the corporation by its president or by
one of its vice-presidents, under its corporate seal, attested by its secre-
tary, and acknowledged by the officers signing the same before any per-
son authorized by the laws of this State to take acknowledgements of
deeds, and when so signed and acknowledged the said writing, to-
gether with the receipt for the payment of any fee to the State that may
be imposed thereon by law, may be presented to the State corporation
commission, which shall ascertain whether the applicants have, by com-
plying with the requirements of the law entitled themselves to the
amendment or extension applied for, and shall issue or refuse the same
accordingly. If the same be issued, the said application, with the order
thereon of the State corporation commission, shall forthwith be certified,
as required by law, to the secretary of the Commonwealth for recorda-
tion, as is required with reference to original articles of association under
this chapter, and to be in like manner returned and lodged in the office
of the clerk of the said commission. And when the said writing, with
the endorsements and the order of the State corporation commission
thereon shall be lodged in the office of the secretary of the Common-
wealth, such amendment or extension shall, to all intents and pur-
poses, immediately become a part of the corporation’s charter and be
effective from and after that time, unless a different time be fixed in
said amendment or extension for the commencement thereof, in which
latter event such amendment or extension shall begin at the time so
fixed. A copy of such application and order, duly certified by the secre-
tary of the Commonwealth under the seal of the State, shall be evidence
in anv court of this State of the facts herein stated, and of the amend-
ments or extension of said charter.

Chapter III.

$1. By executing, filing and recording articles of association, as here
inafter set forth, in lieu of the certificate of incorporation heretofore, 1n
chapter one of this act, authorized, any number of persons, not less than
five, may, under the provisions and subject to the requirements of this
act, associate to establish a corporation to purchase, lease, or construct,
maintain and operate telegraph or telephone lines, or both, a canal, a
turnpike, or any other works, except a railroad, intended to be used for
public service, in which articles of association shall be stated :

(a) The name of the corporation.

(b) The nature or character of the works to be purchased, leased, or
constructed, maintained and operated, and whether local to any city or
county; and if so local, the name of the city or county in which the same
is constructed or to be constructed, maintained and operated.

(c) If a telegraph or telephone line, canal, turnpike or other works,
constructed, or proposed to be constructed, through or into two or more
cities or counties, then the principal terminal places to and from which it
is proposed that the same be purchased, leased, or constructed, main-
tained and operated.

(d) whether local or not, the estimated length of the proposed tele-
graph or telephone line, canal or turnpike, and if any other works in-
tended to be used for public service, the estimated extent of such works
and the length of any line of construction or improvement connected, or
to be connected therewith; and if any of the same are constructed, or
intended to be constructed, through or into two or more cities or coun-
ties, then the name of each city or county through or into which the
same is constructed, or intended to be constructed.

(e) If a bridge, viaduct, acqueduct or tunnel corporation, the approx-
imate location of its work of improvements, its estimated length and
width, and the general character of the materials proposed to be used in
construction.

(f) The period, if any, limited for the duration of the corporation.

(¢) The maximum and minimum amount of the capital stock of the
corporation, and its division into shares.

(h) The names and places of residence of the officers and directors
who shall manage the affairs of the corporation for the first year, unless
others are sooner chosen by the stockholders to act in their places. The
number of directors shall not be less than five.

(i) The place in this State in which its principal office will be lo-
cated, together with the name of its postoffice.

(j) The articles of association may also contain any provisions which
the incorporators may choose to insert for the regulation of the business
and the conduct of the affairs of the corporation, and any provision as tc
the plan of financial organization, or relating to the internal regulation or
government of the corporation, its directors, stockholders, or any class
or classes thereof: provided, such provisions are not contrary to the pro-
visions of this act.

Chapter IV.
$2. Such certificate of incorporation shall set forth:

(a) The name of the corporation, which name shall be such as te
distinguish it from any other corporation chartered for similar purposes
(b) The name of the county (and postoffice address therein), city
or town wherein its principal office in this State is to be located.

(c) The purposes of which it is formed.

(d) The number of trustees, directors, or managers who are to man-
age the affairs of the same.

(ec) The names and residences of the trustees, directors or managers,
who are to manage the affairs for the first year of its existence, together
with the names, residences and postoffices of the president and secretary
of the corporation.

(f) The period, if any, limited for the duration of the corporation.

(g) The amount of real estate to which its holdings at any time are
to be limited.

(h) The certificate of incorporation may also contain any provision
which the incorporators may choose to insert for the regulation of its
business and for the conduct of the affairs of the corporation; and any
provisions creating, defining, limiting, or regulating the powers of the
corporation, its trustees, directors, managers or members: provided, such
provisions be not inconsistent with this act.

§7. Corporations created under this chapter may provide in the cer-
tificate of incorporation or by its by-laws for both active and honorary
members, and may restrict the voting power at the meeting of the cor-
poration to its active members. Hach member of such corporation hav-
ing voting power under its charter or by-laws shall be entitled to one
vote in the meetings of the corporation. If there be no members having
voting power under its charter or by-laws, then the entire voting power
shall be vested in the trustees, directors or managers, who may take any
lawful action for or on behalf of the corporation which might be taken by
members having such voting power, or by stockholders and directors
under any section of this act, or by both.

Chapter V.

&7. Except in cases where it is otherwise provided by law all meet-
ings of the stockholders of every corporation of this State shall be held
at such place in this State as may from time to time be fixed bv the
board of directors on such day as may be in the charter, certificate of in-
corporation, or in the articles of association, or in some amendment
thereof, or by the by-laws; or if none be so prescribed, on such days 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 meet-
ing 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 special 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 upon 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 stcckholders 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 suc-
cessive weeks; where no daily newspaper is published in the county, city
or town, in a newspaper published in or near the place: where the last
annual meeting was held. And in any case where notice is required be-
fore a meeting of the stockholders or of subscribers to the capital stock
can be held for the purpose or organization, or for any other purpose,
such notice and the publication or other service thereof may be waived
in writing, or by the attendance in person or by proxy, of all the stock-
holders or subscribers.

2. Owing to the fact that certain corporations whose charters have
been revoked are unable to revive their charters, an emergency is de-
clared to exist, and this act shall be in force from its passage.