CHAP. 502.—An ACT to amend and re-enact section 10 of chapter 3 of an
act concerning corporations which became a law May 21, 1903, relat-
ing to the decrease of the outstanding stock of corporations.

(H. B. 294.)
Approved March 23, 1916.

1. Be it enacted by the general assembly of Virginia, That
section ten of chapter three of an act entitled an act concern.
ing corporations, which became a law May twenty-first, nine
teen hundred and three, be amended and re-enacted so as to reac
as follows: |

10. Whenever the actually issued and outstanding capita
stock of any corporation of the class designated in this chapter
whether organized under this act or not, shall be found to be
more than sufficient for its purposes, it may, with the concur
rence of two-thirds in amount of all its stockholders given a:
hereinafter provided, decrease its actually issued and outstand
ing capital stock from time to time to any amount not les:
than the minimum fixed in its charter or an amendment thereo!
in the manner following, that is to say: By retiring or reduc
ing any class of stock, or by the surrender by every stock
holder of his shares and issued to him, in lieu thereof, of :
decreased number of shares, or by the purchase, at the fai
market value, not exceeding par, of certain shares for retire
ment, or by retiring shares owned by the corporation, or by
reducing the par value of shares when aut4orized by an amend-
ment. Such decrease must first be sanctioned by a vote in per-
son or by proxy of two-thirds in amount of the stockholders of
the corporation at a meeting of such stockholders, called by the
board of directors 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 in writ-
ing must be given to each stockholder of record, by serving the
same on him personally, or by mailing the same to his
known postoffice address as it appears upon the stock books of
the corporation, at least ten days prior to such meeting, and in
such notice must be stated the time and place of the meeting and
its object. If at such meeting two-thirds in amount of all the
stockholders having voting power vote in favor of decreasing
the actually issued and outstanding capital stock, which shall
not be less than the minimum capital authorized by the charter
of the corporation or an amendment thereof, a certificate thereof
shall be made by the president, or one of the vice-presidents,
under the seal of the corporation, attested by its secretary, and
acknowledged by them before an officer authorized by the laws
of this State to take acknowledgments of deeds, and when so
acknowledged it may be presented to the State corporation com-
mission, which shall ascertain whether the applicants have, by
complying with the requirements of the law, entitled themselves
to make such decrease of the actually issued and outstanding
capital stock. and accordingly shall issue or refuse a certificate
permitting the same, which certificate shall be certified to the
secretary of the Commonwealth, and recorded in his office as
provided with reference to original articles of association under
this chapter, and when so recorded he shall return the same to
the State corporation commission, to be lodged and preserved
in the office of its clerk.

A statement in writing, setting forth the plan of such re-
duction of the actually issued and outstanding stock, shall be
published over the signature of the president, or one of its vice-
presidents, and the secretary of the corporation, for at least
once a week for three successive weeks, in a newspaper pub-
lished in the county or city in which the principal office of the
corporation is located, and if no newspaper be published therein,
then in a newspaper published in the county or city convenient
thereto, the first publication to be made within thirty days after
the filing of such certificate in the office of the secretary of
the Commonwealth; and after such publication has been com-
pleted the corporation may proceed to make such decrease: Pro-
vided, however, that no such decrease shall affect the rights of
any creditor of any such corporation existing at the time of
such decrease.