Chap. 44.—An ACT to amend and reenact section 30 of chapter 5, of an act
entitled an act concerning corporations, which became a law on the 21st
day of May, 1903, as heretofore amended. [S B 37]

Approved February 12, 1918.

1. Be it enacted by the general assembly of Virginia, That sec-
tion thirty of chapter five of an act entitled an act concerning cor-
porations, which became a law on the twenty-first day of May, nine-
teen hundred and three, as heretofore amended, be amended and
re-enacted so as to read as follows:

Whenever in the judgment of the board of directors it shall
be deemed advisable and for the benefit of any corporation organ-
ized under the existing laws of this State, or under any charter
heretofore granted by any court, or by the general assembly, that
it shall be dissolved, a resolution to that effect shall be adopted by
a majority of the whole board at a meeting called for that purpose.
Notice of such meeting of the board shall be given in person or shall
be mailed to every director at least ten days prior to such meeting.
The directors shall cause notice of the adoption of such resolution
to be muiled to each stockholder of record. They shall also within
ten days after the adoption of such resolution cause a notice of the
meeting of the stockholders to be held at the principal office of the
corporation to take action upon the resolution so adopted by the
board of directors, to be published in a newspaper published in the
county or city wherein the corporation shall have its principal office.
rif there be no such newspaper published in said county or city,
hen in a newspaper having a general circulation therein. On the
lay fixed for such meeting a majority in interest of the stockhold-
Ts present may adjourn to another day or time; and if at any such
neeting or adjourned meeting, two-thirds in interest of the stock-
olders shall consent that a dissolution shall take place, and sig-
ify their consent in writing, given either in person or by proxy,
Ich consent, together with a list of the names and residences of the
rectors and officers, certified by the president, secretary and treas-
urer, shall be filed in the office of the clerk of the State corporation
commission, and the commission, upon being satisfied by due proof
that the requirements of law have been complied with, shall issue a
certificate that such consent has been filed, and thereupon the said
corporation shall stand dissolved, and the board shall proceed to
settle up and adjust its business and affairs.

Whenever all the stockholders shall consent in writing to the
dissolution no meeting or notice thereof shal] be necessary, but on
filing the said consent in the office of the State corporation commis
sion, the said commission shall issue a certificate of dissolution, and
the said corporation shall thereupon stand dissolved, and the said
board shall proceed to settle up and adjust the business and affair:
of the said corporation; but, no such dissolution shall affect the
rights of any creditor of the said corporation existing at the tim
of such dissolution. Whenever a certificate of dissolution has bee:
made by the commission, it shall certify that fact to the secretary o!
the Commonwealth and to the clerk of the court in whose office the
charter is recorded, who shall note the fact on the charter records o1
his office immediately after the record of such charter. No publi
service corporation, however, which is at the time actually perform
ing any public service, shall, upon the mere filing of such consent
stand dissolved under this section; in addition to filing such con
sent such public service corporation shall publish notice in som
newspaper in or near the place where its principal office is locate
at least once a week for four successive weeks prior thereto, of th
date on which it proposes to file such consent to such dissolution
and shall at the time file a petition, verified by the affidavit of it

resident or one of its vice-presidents, alleging its reasons for desir
ing to dissolve. Thereupon the commission shall take and preserv
evidence and therefrom ascertain and determine whether or not suc!
corporation shall be dissolved, and may issue or refuse to issue
certificate of dissolution accordingly, and from such decision an
action of the commission, either the corporation, the Commonwealt!
or any person who has intervened and has been made a party to th
proceeding, may appeal to the supreme court of appeals pursuar
to the general law governing appeals from the commission.

In the case of a corporation having no capital stock, the dire
tors, managers, trustees, or other governing board, shall take tl
action hereinbefore required of the board of directors, and the men
bers of the corporation such action as is hereinbefore required «
the stockholders. . .

All corporations, whether they expire by their own limitatior
or are otherwise dissolved, shaJl, nevertheless, be continued for suc
length of time, not exceeding three years, from such dissolution «
expiration, as may be necessary for the purpose of prosecuting an
defending suits by or against them, and of enabling them gradual!
to settle and close their business, to dispose of and convey the
property, and to divide their capital, but not for the purpose «
continuing the business for which said corporation shall have be
established. If the affairs of any such corporation shall not |
ound up by its directors within three years from such dissolution
expiration, they shall be wound up in the manner provided by
ction thirty-eight hundred and thirteen.

By reason of the contemplated dissolution of a number of cor-
rations, and the consequent impairment of the public revenue, an
ergency exists, and this act shall be in force from its passage.