CHAP. 21.—An ACT to amend and re-enact section 4 of chapter 4 of an
act entitled an act concerning corporations, which became a law on
May 21, 1903, as amended and re-enacted by an act approved March
14, 1910, entitled an act to amend section 4 of chapter 4 of an act con-
cerning corporations.

Approved February 9, 1912.

1. Be it enacted by the general assembly of Virginia, That
section four of chapter four of an act concerning corporations,
which became a law on May twenty-first, nineteen hundred and
three, as amended by an act approved March fourteenth, nine-
teen hundred and ten, be amended and re-enacted so as to read
as follows:

$4. Any corporation incorporated under the provisions of
this chanter, and anv corporation organized at the time of the
passage of this act, or thereafter organized under any charter
heretofore granted by any court or by the general assembly,
and authorized to do any act, to conduct any business, or to carry
on any object or purpose, permitted under section one of this
chapter, may change its name, change the location of its princi-
pal office, and make such other amendments, changes or altera-
tions of its charter as may be desired, in the manner following:
The board of trustees, directors or managers shall pass a reso-
lution declaring that such amendment, change or alteration is
advisable, and calling a meeting of the members of the corpora-
tion to take action thereon, the meeting to be held upon 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 upon ten days’
notice given in person or by mailing it to all the members
having voting powers then of record; if a majority of the
members of the said corporation having voting powers shall vote
in faver of such amendment, change or alteration, a certificate
thereof shall be made by the president, or one of the vice-presi-
dents, under the seal of the corporation, attested by the secretary
and acknowledged by them before an officer authorized by the
laws of this State to take acknowledgments of deeds and such
certificate; or if it is a corporation composed of trustees, direc-
tors or managers, who nominate and elect its trustees, direc-
tors or managers, if a majority of these trustees, directors
or managers, after a notice to all of them in one of the ways
hereinbefore set forth, shall vote in favor of the amendment,
change or alteration, a certificate thereof shall be made by the
president or one of the vice-presidents, under the seal of the
corporation, attested by the secretary, and acknowledged by
them before an officer authorized by laws of this State to take
acknowledgments of deeds and such certificate; or if it be a ceme-
tery company, created by an act of the general assembly of Vir-
ginia, or by order of court, whose members are lot owners exclu-
sively, if a majority of so many of such lot owners as constitute
a quorum for a business meeting under the provisions of the
charter of such cemetery company, after notice to all of such
lot owners by publication as hereinbefore set forth, shall vote
in favor of such amendment, change or alteration, a certificate
thereof shall be made by the president or one of the vice-presi-
dents, under the seal of the corporation, attested by the secre-
tary, and acknowledged by them before an officer authorized
by the laws of the State to take acknowledgments of deeds and
such certificate; and if the amendment, change or alteration be
one in respect to which the payment of a fee to the State is im-
posed by law, a receipt for such payment shall be presented to
the State corporation commission, which shall ascertain and
declare whether the said applicant, by complying with the
requirements of the law, is entitled to the amendment, change
or alteration set forth in said certificate, and shall issue or refuse
the same accordingly. If the same is issued, the said certificate
with the endorsements thereon, together with the order thereon
of the commission, shall be forthwith certified as required by
law to the secretary of the Commonwealth, to be recorded by
the last named officer, as provided in reference to original cer-
tificate, and shall be certified by him to the clerk of the circuit
court of the county or the circuit, corporation or chancery court
of the city in which the original certificate of incorporation is
recorded; and the clerk of such court shall thereupon record
the same in his office, in a book provided and kept for that pur-
pose, and shall endorse the fact of such recordation upon such
certificate, and return the same to the State corporation com-
mission, to be lodged and preserved in the office of its clerk. As
soon as the said certificate is lodged for recordation in the office
of the secretary of the Commonwealth the original certificate of
incorporation shall be deemed to be amended accordingly: pro-
vided, however, that such certificate of amendment, change or
alteration shall contain only such provisions as it would be law-
ful and proper to insert in an original certificate of incorporation
made at the time of making such amendment, change or alter-
ation.