Chap. 503.—An ACT to amend and re-enact section 10 of chapter 1 of an
act concerning corporations which became a law May 21, 1903; as
amended and re-enacted by an act approved February 20, 1912, relat-
ing to the decrease of the outstanding stock of corporations.

(H. B. 295.)
Approved March 28, 1916.

1. Be it enacted by the general assembly of Virginia, That
section ten of chapter one of an act entitled an act concerning
corporations, which became a law May twenty-first, nineteen
hundred and three, as amended and re-enacted by an act ap-
proved February twentieth, nineteen hundred and twelve, be
amended and re-enacted so as to read as follows:

10. Whenever the actually issued and outstanding capital
stock of any corporation organized under this chapter or under
any charter heretofore granted by any court or by the general
assembly of this State for any purposes permitted under section
one of this chapter shall be found to be more than sufficient for
its purposes, it may, with the concurrence of two-thirds in
amount of all its stockholders given as hereinafter provided,
decrease its actually issued and outstanding capital stock from
time to time to any amount not less than the minimum fixed in
its charter or an amendment thereof in the manner following,
that is to say: By retiring or reducing any class of stock, or by
the surrender by every stockholder of his shares and issue to
him, in lieu thereof, of a decreased number of shares, or by the
purchase, at the fair market value, not exceeding par, of cer-
tain shares for retirement, or by retiring shares owned bv the
corporation, or by reducing the par value of shares when author-
ized by an amendment. Such decrease must first be sanctioned
ky a vote in person or by proxy of two-thirds in amount of
the stockholders, called by the board of directors for that pur-
pose, 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 writing must be given to each
stockholder on record, by serving the same on him personally,
or by mailing the same to his last known postoffice address as
jit 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 min-
imum 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 commission, 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, to be recorded by him as provided with
reference to original certificates of incorporation, and shall be
certified by him to the clerk of the circuit court of the county,
or 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 the recordation of charters,
and shall endorse the fact of such recordation upon the said
certificate and return the same to the State corporation com-
mission, 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 there-
in, then in a newspaper published in the county or city conve-
nient thereto, the first publication to be made within thirty
days after the filing of such certificate in the office of the secre-
tary of the Commonwealth; and after such publication has been
completed the corporation may proceed to make such decrease;
provided, however, that no such decrease shall affect the rights
of =nv creditor of any such corporation existing at the time of
such decrease.