Chap. 380.—An ACT to amend and re-enact sections 3780, as heretofore
amended, 3781, 3786, 3788, 3810, as hertofore amended, 3820, 3822, 3851,
3854, 3872 and 3876, as heretofore amended, of the Code of var Ba

B 382]
Approved March 24, 1922.

1. Be it enacted by the general assembly of Virginia, That sec-
tions thirty-seven hundred and eighty as amended, thirty-seven hun-
dred and eighty-one, thirty seven hundred and eighty-six, thirty-seven
hundred and eighty-eight, and thirty-eight hundred and ten as here-
tofore amended, thirty-eight hundred and twenty, thirty-eight hun-
dred and twenty-two, thirty-eight hundred and fifty-one, thirty-eight
hundred and fifty-four, thirty-eight hundred and seventy-two, and
thirty-eight hundred and seventy-six as heretofore amended, of the
Code of Virginia, be amended and re-enacted so as to read as follows:

Sec. 3780. Amendment of charter after organization—At any
time after organization any corporation organized under the laws of
this State may make any amendment (1) increasing or decreasing its
authorized capital stock, (2) creating shares of stock of one or more
classes with or without par value and providing for the issuance of
such shares either alone or with shares of other classes of stock with
or without par value in exchange for the then outstanding shares
of stock of any class or classes on the terms and conditions to be
stated in such amendment; provided, however, that nothing herein
contained shall be construed to require the exchange of stock of a
class having certain preferenses, for stock of another class or classes,
without substantially the same preferences, except upon the consent
of each of such preferred stockholders, or (3) make any other alter-
ation or extension of its charter that it may desire in manner follow-
ing: The board of directors shall pass a resolution declaring that
such amendment, alteration or extension is advisable, and calling a
meeting of the stockholders to take action thereon. Such meeting
shall be held upon notice by publication at least six times a week for
two successive weeks prior to such meeting in some newspaper pub-
lished in the place where its principal office is located, or having a
general circulation therein, or after notice in writing shall have been
given to each of the stockholders of record, by serving the same on
them personally or by mailing it to their last known post-office ad-
dress as furnished by them to the officers of the corporation, at
least ten days prior to such meeting, and in such notice shall be
stated the time and place of the meeting and its object. If two-thirds
in interest of each class of the stockholders having voting powers
shall be present or represented at such meeting, and shall vote in favor
of such amendment, alteration or extension, a certificate thereof shall
be made by the president or by 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. Such certificate shall show that the re-
quirements of this section have been complied with and shall further
show the total number of shares of each class of stock issued and
outstanding having voting power, the number of such shares present
and the number of such shares voting in favor of the proposed
amendment, and such certificate, together with the receipt for the
payment of any fee to the State that may be imposed thereon by law,
shall be presented to the State corporation commission, which shall
ascertain and declare whether the applicants, by complying with the
requirements of the law, have entitled themselves to the amendment,
alteration or extension applied for, and shall issue or refuse the same
accordingly.

If the same be issued, the certificate,with the order thereon of the
commission, shall be forthwith certified to the secretary of the
Commonwealth for recordation in like manner as a certificate for an
original charter, and if the amendment be to the charter of a cor-
poration required by law to be recorded by the clerk of any court,
then such certificate of amendment shall be likewise certified to the
clerk of the court in which the original charter was recorded, to be
by him recorded and returned to the clerk of the commission. If the
amendment be to a charter not required by law to be recorded in the
office of the clerk of any court, it shall be returned to the commission.
Such certificates of amendment shall be’ lodged and preserved in the
office of the clerk of the commission, as original certificates and
articles of association.

As soon as the said certificate is lodged with the secretary of the
Commonwealth the original certificate or articles of association shall
be deemed to be amended accordingly, but such certificates of amend-
ment, alteration or extension shall contain only such provisions as
would be allowable or proper to be contained in the original certifi-
cate or articles of association if made at the time of making such
amendment, alteration or extension. If by such amendment the cor-
porate name is changed, the par value of the stock is changed, or an
exchange of shares is provided for, certificates for the new shares
shall be issued in exchange therfor, and no stockholder, the par value
of whose shares of stock is changed, or whose shares of stock are
required to be exchanged for shares of stock of the same or another
class or classes, whether with or without par value, shall, after such
time as may be prescribed by the stockholders at the meeting author-
izing the amendment to the charter, possess or exercise any rights
in respect to such shares of stock the par value of which is changed,
or which are required to be exchanged as aforesaid, until surrender
shall have been made of the old stock and certificates for new stock
shall have been issued therefor. No amendment, change or addition
substantially changing the object for which said corporation was
chartered, or extending the duration of its corporate existence, shall
be made except by unanimous consent of all the stockholders of said
corporation.

Sec. 3781. Decrease of actually issued and outstanding stock.—
Whenever the actually issued and outstanding stock of any corpora-
tion heretofore or hereafter organized under the laws of this Com-
monwealth shall be found to be more than sufficient for its purposes,
it may, with the concurrence of two-thirds in amount of all of its
stockholders given as hereinafter provided, decrease its actually is-
sued and outstanding 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 by issuing to him, in lieu thereof, a decreased number of shares,
or by the purchase, at the fair market value, not exceeding par, of
certain shares for retirement, or by retiring shares owned by the cor-
poration, or by reducing the par value of shares when authorized by
an amendment. Such decrease must first be sanctioned by a vote
in person or by proxy by stockholders holding at least two-thirds in
amount of the issued and outstanding stock of the corporation en
titled to vote at a meeting of such stockholders called by the board
of directors for the purpose. Notice of such meeting shall be given
by publication at least six times a week for two successive weeks
prior to such meeting in some newspaper published in the place
where its principal office is located, or having a general circulation
therein, or notice in writing shall be given to each of the stockholders
of record by serving the same on them personally or by mailing it
to their last known postoffice address as furnished by them to the
officers of the corporation at least ten days prior to such meeting,
and in such notice shall be stated the time and place of the meeting
and its object. If at such meeting, stockholders representing at least
two-thirds in amount of the entire issued and outstanding stock having
voting power shall vote in favor of decreasing the actually issued and
outstanding stock to an amount not less than the minimum capital
authorjzed by the charter of the corporation or an amendment there-
of, a certificate stating that the statutory requirements herein pre-
sented, have been fully complied with and setting forth the plan to
be followed in accomplishing the proposed reduction of issued and.
outstanding stock shall be made by the president, or one of the vice-
presidents, under the seal of the corporation, attested by its secre-
tary, 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 commis-
sion, which shall ascertain whether the applicants have, by comply-
ing with the requirements of the law, entitled themselves to make
such decrease of the actually issued and outstanding stock, and shall
issue or refuse to issue a certificate permitting the same accordingly.
Any certificate so issued by the commission shall be certified to the
setretary of the Commonwealth, to be recorded by him as provided
wih reference to. original certificates of incorporation, and shall be
certified by him to the clerk of the circuit court of the county, or cir-
cuit, 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 commission, to be lodged and preserved in
the office of its clerk. A statement in’ writing, setting forth the
plan of such reduction 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, at least once
a week for three successive weeks, in a pewspaper published in
the county or city in which the principal office of the corporation
is located, or having general circulation therein, 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 completed the corporation may proceed to make
such decrease; provided, however, that no such decrease shall affect
the rights of any creditor of any such corporation existing at the
time of such decrease.

Sec. 3786. Meetings of the stockholders; how called; what action
may be taken; notice—-Except in case where it is otherwise provided
by law, all meetings 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 by the board of directors on such day as may
be prescribed in the charter, certificate of incorporation, 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 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 law required to be stated in
the notice of meeting, and, in addition thereto, upon any special sub-
ject 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, certifi-
cate of incorporation, articles of association, or in some amendment, or
by the stockholders in meeting, or by some provision of law, not less
than ten days’ notice in writing of the time and place of such meeting,
whether annual or not, shall be given to each stockholder in person, or
notice by publication at least six times a week for two successive weeks,
or once a week for four successive weeks; where no daily newspaper
is published in the county, city or town, in a newspaper published
or having a general circulation in the place where the last annual
meeting was held. And in case where notice is required before a
meeting of the stockholders or of subscribers to the capital stock
can be held for the purpose of organization, or for any other pur-
pose, 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 stockholders or subscribers.
Sec. 3788. How subscriptions to capital stock may be paid; lia-
bility of subscriber; financial organization and disposition of stock;
statement to be filled with the commission; penalty—Subscriptions
to the capital stock of any corporation may be paid in money, land,
or other property, real or personal, leases, options, mines, minerals,
mineral rights, patent rights, rights of way, or other rights or ease-
ments, contracts, labor, or services; and there shall be no individual
or personal liability on any subscriber beyond the obligation to com-
ply with such terms as he may have agreed to in his contract of sub-
scription; and any: corporation may adopt such plan of financial
organization and may dispose of its stock or bonds for the purposes
of its incorporation at such prices, for such consideration, and on
such terms and conditions as it sees fit; but, before making any
issue of its stock or bonds it shall file with the State corporation
commission a statement (verified by oath of the president or secre-
tary of the corporation, and in such form as may be prescribed or
permitted by the commission), setting forth fully and accurately the
basis or financial plan upon which such stock and bonds are to be
issued; and where such basis or plan includes services or property
(other than money) received or to be received by the corporation,
such statement shall accurately specify and describe in the manner
prescribed or permitted by the commission the services and prop-
erty, together with the valuation at which the same are received, or
to be received, and the judgment of the directors as to the value of
such land or other property, real or personal, leases, options, mines,
mineral rights, patent rights, rights of way, or other rights or ease-
ments, contracts, labor, or services in the absence of fraud, partici-
pated in by both parties to the transaction shall be conclusive.

For any violation of this section the offending corporation shall
be liable to a fine of not less than ten nor more than one thousand
dollars, to be imposed and judgment entered therefor by the State
corporation commission, and shall be enforced by its process.

Sec. 3810. How corporation dissolved; continuation for the pur-
pose of winding up affairs—Whenever in the judgment of the board
of directors it shall be deemed advisable and for the benefit of any
corporation organized under the existing laws of this State, or under
any charter heretofore granted by any court, or by the general as-
sembly, 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 mailed 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 prin-
cipal office of the corporation to take action upon the resolution so
adopted by the board of directors, to be published in a newspaper in
the county or city wherein the corporation shall have its principal
office, or if there be no such newspaper published in said county or
city, them in a newspaper having a general circulation therein. On
the day fixed for such meeting a majority in interest of the stock-
holders present may adjourn to another day or time; and if at any
such meeting or adjourned meeting, two-thirds in interest of the
stockholders shall consent that a dissolution shall take place, and
signify their consent in writing, given either in person or by proxy,
such consent, together with a list of the names and residences of
the directors and officers, certified by the president, secretary and
treasurer, shall be filed in the office of the clerk of the State corpora-
tion 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 pro-
ceed to settle up and adjust its business and affairs. ©

Whenever all the stockholders shall consent in writing to the dis-
solution no meeting or notice thereof shall be necessary, but on filing
the said consent in the office of the State corporation commission,
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 affairs of the
said corporation; but no such dissolution shall affect the rights of
any creditor of the said corporation existing at the time of such dis-
solution. Whenever a certificate of dissolution has been made by
the commission, it shall certify that fact to the secretary of the Com-
monwealth and to the clerk of the court in whose office the charter
is recorded, who shall note the fact on the charter records of his
office immediately after the record of such charter. No public service
corporation, however, which is at the time actually performing any
public service, shall, upon the mere filing of such consent, stand dis-
solved under this section; in addition to filing such consent such
public service corporation shall publish notice in some newspaper in
or near the place where its principal office is located at least once
a week for four successive weeks prior thereto, of the 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 its president or one
of its vice-presidents, alleging its reasons for desiring to dissolve.
Thereupon the commission shall take and preserve evidence and there-
from ascertain and determine whether or not such corporation shall
be dissolved, and may issue or refuse to issue a certificate of disso-
lution accordingly, and from such decision and action of the com-
mission, either the corporation, the Commonwealth, or any person
who has intervened and has been made a party to the proceeding,
may appeal to the supreme court of appeals pursuant to the general
law governing appeals from the commission.

In the case of a corporation having no capital stock, the directors,
managers, trustees or other governing board, shall take the action
hereinbefore required of the board of directors, and the members of
the corporation such action as is hereinbefore required of the stock-
10lders.
All corporations, whether they expire by their own limitations or
are otherwise dissolved, shall, nevertheless, be continued for such
length of time, not exceeding three years, from such dissolution or
expiration, as may be necessary for the purpose of prosecuting and
defending suits by or against them, and enabling them gradually to
settle and close their business, to dispose of and convey their prop-
erty, and to divide their capital, but not for the purpose of continu-
ing the business for which said corporation shall have been estab-
lished. If, the affairs of any such corporation shall not be wound up
by its directors within three years from such dissolution or expira-
tion, they shall be wound up in the manner provided by section thirty-
eight hundred and thirteen.

Whenever the principal purpose for which such corporation was
formed has failed, or the management of the corporation has been
abandoned by its officers and directors, or when operations under
the charter have been suspended or abandoned for a period of three
years, or the corporation has become insolvent, it shall be lawful for
the circuit court of the county, or the circuit court of the city, or
other court having chancery jurisdiction in the city, wherein the prin-
cipal office of such corporation is located, sitting in chancery to wind
up and dissolve such corporation, and after requiring payment of
all taxes, fees and penalties due by it, make such disposition of its
assets as may be just and equitable, in a suit brought by a stock-
holder or stockholders holding at least one-fourth of the capital stock
of the corporation. Within thirty days from such dissolution, the
clerk of the court entering such decree of dissolution shall certify
that fact, together with the style of the case and the date of the
decree to the State corporation commission. Any failure of such clerk
so to do shall subject him to a fine of not less than ten doNars nor
more than one hundred dollars to be imposed by the State corpora-
tion commission. .

Sec. 3820. Organization and annual report to the commission;
penalty—Every domestic corporation, upon organization, and every
foreign corporation, upon domestication in this State, shall file in the
office of the State corporation commission a report authenticated by
the signature of the president or one of the vice-presidents or the
secretary of the corporation, stating:

(a) The name of the corporation,

(b) The location (county or city, street and number, if any there
be) of its principal office in the State, and the name of the agent upon
whom process against the corporation may be served.

(c) The character of its business.

(d) The amount of its authorized capital stock, if any, and the
amount actually issued and outstanding, showing classes separately,
if more than one class. ,

(e) The names and addresses of the officers and directors of the
corporation, and when their respective terms of office expire. For
the purpose of any action, suit or other proceeding against the cor-
poration, the officers and directors of the corporation, shown upon
such report, shall be deemed to continue and remain the same until a
subsequent report be filed showing the contrary. |

(f) The date, if any, appointed for the next annual meeting of
the stockholders.

Each such corporation shall file in the office of the State corpora-
tion commission annually thereafter, within thirty days after the time
appointed for holding the annual meeting of the stockholders, a re-
port setting out the above required information on forms to be se-
cured from.the State corporation commission. .

If such report is not made and so filed, the corporation shall be
subject to a fine of not less than twenty-five dollars, nor more than
one hundred dollars, to be imposed and judgment entered therefor by
the State corporation commission and enforced by its process.

Sec. 3822. Manner of consolidation or merger; recordation; when
effective; issue of stock and bonds; remedy of dissatisfied stock-
holders ; when merger complete.—Such consolidation or merger shall
be made in the following manner and under the conditions, provisions,
restrictions, and with the powers following, that is to say:

(a) The board of directors of the several corporations proposing
to merge or consolidate may enter into a joint agreement under the
corporate seals of their respective corporations for the merger or
consolidation of such corporations, prescribing the terms and con-
ditions thereof, the mode of carrying the same into effect, the name
of the new corporation (if it be proposed to form a new one), or
of the merged or consolidated corporation, as the case may be; the
number, names, and places of residence of the directors, and principal
officers of such new or consolidated corporation (who shall hold their
offices until their successors be chosen or appointed, either according
to law or according to the by-laws of the said corporation); the
aggregate principal amount and the rate of interest of the bonds, if
any, and the number of shares of the capital stock, with the par
value of each share proposed to be issued in connection with such
merger or consolidation by such new or consolidated corporation, and
if the capital stock is to be divided into classes, the classes thereof,
with the terms on which issued; the manner of converting the capital
stock of each of said merging or consolidating corporations into the
stock or obligations of such new or consolidated corporation, and,
in case of the creation of a new corporation, how and when the
directors and principal officers to succeed those named in the agree-
ment shall be chosen or appointed; together with all such other pro-
visions and details as to the board of directors entering into said
agreement shall seem necessary or convenient to perfect the merger
or consolidation of said corporations.

(b) The agreement shall be submitted to the stockholders of
each of said merging or consolidating corporations separately, at a
meeting thereof to be called for the purpose of taking the same into
consideration; of the time, place, and general object, of which meet-
ing due notice shall be given by publication at least six times a
week, for two successive weeks, in a newspaper published in the
place where the principal office in this State of the corporation 1s
located or having a general circulation therein, and by mailing a
copy of such notice at least ten days prior to such meeting to the
last known postoffice address of each of the stockholders of record;
and at said meeting the said agreement shall be considered, and a
vote by ballot, in person or by proxy, shall be taken for the adoption
or rejection of the same, each share entitling the holder thereof to
one vote; and if a majority of all the votes cast at each of such meet-
ings shall be in favor of said agreement, consolidation, and merger
then that fact shall be certified by the president, or one of the vice-
presidents of the corporation, under the corporate seal, attested by
the secretary, and said certificates, duly acknowledged by the presi-
dent or vice-president signing the same and by the secretary of the
several corporations, before an officer authorized by the laws of this
State to take acknowledgments of deeds, together with a copy of
the agreement, shall be presented to the State corporation commis-
sion, which shall ascertain and declare whether the applicants have,
by complying with the requirements of the law, entitled themselves
to the merger or consolidation applied for, and shall issue or refuse
a certificate thereof accordingly.

If it be issued, the said agreement and certificate, with the order
thereon of the commission, shall be certified by the commission to
the secretary of the Commonwealth, and shall be recorded and lodged
in the manner provided as to the recordation and lodging of the orig-
inal certificate of incorporation or articles of association, of the cor-
porations so consolidating, and when such certificate shall be filed
for recordation in the office required as to original certificates of in-
corporation, or articles of association, as the case may be, the said
merger or consolidation shall be complete and the merged or consoli-
dated corporation may proceed to carry out the details of said merger
and consolidation according to the terms of the agreement and to
transact and carry on the business for which it was formed; but
no stock or bonds shall be isued by such merged or consolidated cor-
poration until the provisions of section one hundred and sixty-seven
of the Constitution, so far as applicable thereto, shall have been
complied with.

If any stockholder of either of the corporations so consolidated
or merged, who shall not have given assent thereto, and who shall
be dissatisfied therewith, shall signify such dissent by notice in writ-
ing served on the president, secretary or treasurer, either within or
without this State, of the consolidated or merged corporation, or on
the statutory agent of such consolidated or merged corporation, if
such agent has been appointed, at any time within three months after
the date of said meeting of his corporation to act on the consolidation
or merger agreement, he shall be entitled to receive from such con-
solidated or merged corporation the fair cash value ot his stock
as of the day before the vote for the agreement of consolidation or
merger of his corporation was so cast as aforesaid, which fair cash
value, if not agreed on between such dissenting stockholder and the
consolidated or merged corporation, shall be determined in the man-
ner hereinafter provided; and if any stockholder who shall not have
given assent thereto shall fail to signify his dissent by notice in
writing served upon the consolidated or merged corporation in the
manner hereinafter directed within three months after the date of
said meeting of his corporation, he shall be forever precluded from
objecting to the consolidation or merger and shall be deemed to have
elected thereby to participate in the agreement or plan of consoli-
dation or merger on the basis therein provided for stockholders of
his class, and such stockholder shall not thereafter be entitled to de-
mand or receive the fair cash value of his stock in his corporation,
but the rights of such stockholder shall thereafter be confined to
participation in the agreement or plan of consolidation or merger,
and to the stock of the consolidated or merged corporation to which
he may be entitled, and all rights*of such stockholder under the
stock of the consolidating or merging corporation shall thereupon
cease and determine. If such dissenting stockholder and the merged
or consolidated corporation do not, within one month from the date
of the service of said notice by such dissenting stockholder upon the
merged or consolidated corporation, agree upon the fair cash value
of the stock of such dissenting stockholder as of the day before the
vote for the agreement of consolidation or merger was cast, the dis-
senting stockholder may, upon reasonable notice to the consolidated
or merged corporation, given in the manner in which the notice of
his dissent is hereinbefore directed to be given, apply to the circuit
court of the county or the circuit or corporation court of the city
wherein the principal office of the corporation of such dissenting
stockholder is located, or to the judge of said courts in vacation, or
to the chancery court of the city of Richmond, or to the judge there-
of in vacation, in the event the principal office of the corporation of
such dissenting stockholder is located in the city of Richmond, to
have the fair cash value of his stock, as of the date aforesaid, ap-
praised by three disinterested persons, residents of this State, ap-
pointed by the court; or the consolidated or merged corporation may
likewise, upon reasonable notice to such dissenting stockholder, either
served upon him personally or sent to him by registered mail at his
last known postoffice address, as the same appears on the books of
the corporation, apply to said court, or the judge thereof in vacation,
to have the fair cash value of the stock of such dissenting stock-
holder as of the date aforesaid, appraised by three disinterested per-
sons, residents of this State, appointed by such court; and it shall
be the duty of the said court to which application is made, or the
judge thereof in vacation, to appoint the appraisers on reasonabie
notice, on the application of either party; provided, however, that if
notice of the consolidated or merged corporation to apply to said
court for the appointment of appraisers is not served upon such
stockholder within this State, and, if such stockholder does not appear
before said court on the day fixed in the notice, the petition or appli-
cation of the consolidated or merged corporation for the appointment
1922. } ACTS OF ASSEMBLY. 635

of appraisers to appraise and determine the fair cash value of the
stock of such stockholder shall be continued to such time as the
court may designate, and an order of publication shall be entered
against such stockholder, requiring him to appear before such court,
or the judge thereof in vacation, at such time and place as may be
designated in the order, which order shall be published once a week
for two successive weeks in a newspaper published or having a
general circulation in the county or city in which the proceeding is
pending ; and upon the day fixed in such order, or at any subsequent
time to which the matter may be continued, whether such stockholder
shall have appeared or not, the court shall appoint three disinterested
persons, residents of this State, to appear and determine the fair cash
value of the stock of such stockholder.

It shall be the duty of the appraisers so appointed to investigate
the condition of the corporation of such dissenting stockholder, and
to report to the court, or to the judge threof in vacation, as promptly
as possible, the fair cash value of the stock of such dissenting stock-
holder as of the day before the vote for the agreement of consolida-
tion or merger of his corporation was so cast as aforesaid, and such
appraisers shall have the right to administer oaths and to take such
evidence as may be necessary in determining the value of said stock,
and may conduct their proceedings either within or without the State
of Virginia; provided, however, that the appraisers shall give notice
of the time and place of their first meeting to such dissenting stock-
holder and to the consolidated or merged corporation by mailing the
same to their last known postoffice address by registered mail at
least ten days before the date of the meeting, and thereafter no
notice of adjourment, if any, of said meeting, either from time to
time, or from place to place, to either party, shall be necessary. And
the court in which such proceedings are pending, or the judge thereof
in vacation, may order production before the appraisers at such time
and place as it shall specify, of all such books and accounts and other
records of the corporation of the dissatisfied stockholder, or of the
consolidated or merged corporation, as may be necessary or desirable
in determining said value. The finding of a majority ot the ap-
praisers shall stand as the action of the appraisers. The appraisers
shall make their report to the court, or to the judge thereof in vaca-
tion, in writing, and shall return with their report such evidence as
they have taken during their investigation. If such stockholder, or
the consolidated or merged corporation, be dissatisfied with the fair
cash value as determined by the appraisers, he or it, as the case may
be, may within thirty days from the date the report of the appraisers
is filed in court, or with the judge thereof in vacation, and upon
reasonable notice to the other party given in the manner hereinbe-
fore provided (except that no further order of publication shall be
necessary as to such dissenting stockholder) apply to the said court,
or the judge thereof in vacation, to set aside the finding of the
appraisers ; and the court, or the judge thereof in vacation, if of the
opinion that the valuation is just, shall deny the application and,
after thirty days from the date the report of the appraisers was filed,
shall confirm the same and the amount thereof, but if the court, or
the judge thereof in vacation, be of opinion that the valuation is not
just, the said report and the amount thereof shall be set aside, and,
when set aside, the court, or the judge thereof in vacation, shall
proceed to ascertain the fair cash value of the stock of such stock-
holder, as of the day aforesaid, and shall enter judgment against the
consolidated or merged corporation accordingly, which judgment may
be collected as other judgments of a court of competent jurisdiction
are collectible, and its finding judgment shall be final and conclusive
upon all parties to the proceedings ; and if no such application is made
within thirty days after the said report is filed, the court, or the
judge thereof in vacation, shall immediately confirm the report, and
the amount thereof shall be final and conclusive upon all parties
to the proceeding. And in any case in which the report of the
appraisers is confirmed as hereinbefore directed, the amount thereof
shall immediately become and be a final judgment of the court
against the consolidated or merged corporation and may be collected
as other judgments of a court of competent jurisdiction are by law
collectible.

Upon payment or tender of payment by the consolidated or merged
corporation of the value of such stock, so ascertained, such dissenting
stockholder shall deliver up his certificate of stock to the consolidated
or merged corporation, if any has been issued, and, if none has been
issued, shall make a due assignment to the consolidated or merged
corporation of all his rights in respect thereto, and shall mark the
said judgment satisfied, and the consolidated or merged corporation
may thereafter issue and dispose of the stock to which such dissenting
stockholder would have been entitled under the agreement of con-
solidation or merger had he not dissented therefrom; and if such
dissenting stockholder shall refuse to receive the value so ascer-
tained when payment is tendered to him, or shall refuse or fail to
surrender and deliver up his certificate of stock upon such tender of
payment, or shall refuse or fail to mark said judgment satisfied, the
consolidated or merged corporation shall have the right to deposit
to the credit of the court in which such proceeding is pending the
value of the stock of such stockholder, so ascertained and determined,
and the court, or the judge thereof in vacation, shall enter an order
reciting the deposit and declaring said judgment satisfied, and dis-
charging the consolidated or merged corporation from any or all
further liability thereunder, and shall direct the clerk of said court
to mark said judgement satisfied; and thereafter the rights of such
stockholder under his stock in the consolidating or merging corpora-
tion shall cease and determine, and his sole nght shall be to receive
the cash so deposited, upon surrender to the consolidated or merged
corporation of the certificate or certificates representing the same, if
any such certificate or certificates were issued to him, and the con-
solidated or merged corporation may issue and dispose of the Stock
to which such dissenting stockholder would have been entitled under
the agreement of consolidation or merger had he not dissented there-
from. And the said court, or the judge thereof in vacation, may in
the same proceeding, upon application of the consolidated or merged
Sorporation, enjoin the sale, negotiation or other disposition of the
stock certificate or certificates held by such stockholder and may com-
pel their surrender by him with appropriate endorsment to the con-
solidated or merged corporation.

The appraisers appointed pursuant to this section shall receive
such compensation as may be allowed to them by the court in the
order making the appointments, and their reasonable expenses in-
curred in connection with their investigation, which compensation and
expenses shall be paid by the consolidated or merged corporation.

In all cases where statutes of this State now in force and effect
authorize the union or consolidation and merger of the stock, pro-
perty, and franchises of any corporation of this or any other State
with and into the stock, property, and franchises of any other cor-
poration or corporations of this or any other State, and provide that
such union or consolidation and merger shall be taken and deemed
complete so soon as the agreement thereof is filed in the office of
the baord of public works, such agreement shall be filed in the office
of the State corporation commission, and when so filed shall have
the same force and effect as if the same had been filed in the office
of the board of public works. .

Sec. 3851. How certificate executed and acknowledged; judge’s
certificate; fee; duties of the commission and the secretary of the
Commonwealth; recordation; certificate to be endorsed and pre-
served ; vesting of corporate powers.—Such certificate shall be signed
by at least three persons; shall be acknowledged by them before an
officer authorized by the laws of this State to take acknowledgements
of deeds, and shall be presented in term time or in vacation to the
judge of the circuit court of the county, or of the circuit, corporation
or chancery court of the city wherein the principal office of the cor-
poration is to be located.

Such judge shall thereupon certify thereon whether, in his opin-
ion, such certificate is signed and acknowledged in accordance with
the requirements of law, and if not, in what respects it is faulty. As
soon as the certificate is so endorsed by the judge, and the fee and
tax, if any, required by law to be paid to the State upon the charter
shall have been duly paid, it, together with the receipt for such
payment, and separate certified checks or bank drafts, postal note
or money order, one payable to the secretary of the Commonwealth
and one payable to the clerk of the proper court for the amounts of
the proper fees for recording such charter, may be presented to the
State corporation commission, which shall ascertain and declare
whether the applicants have, by complying with the requirements of
the law, entitled themselves to the charter and shall issue or refuse
the same accordingly. , ,

When so issued the certificate, with all endorsements, together
with the order thereon of the State corporation commission, shall be
certified by the said commission, as required by law, to the secretary
of the Commonwealth, and by the last named officer recorded in the
charter records of his office, who shall thereupon certify the same
by registered mail or personal messenger to the clerk of the circuit
court of the county, or to the corporation court of the city whereir
the principal office of such corporation is to be located, or to the
clerk of the chancery court of the city of Richmond, when such
principal office is to be located in said city, who shall likewise record
the same in a book to be provided and kept for the purpose in his
office, and when so recorded the fact of such recordation shall be
endorsed upon the said certificate, and the said certificate, with all
endorsements thereon, shall be returned by the said clerk by regis-
tered mail or personal messenger to the State corporation commission
and lodged and preserved in the office of its clerk. Any failure on the
part of such clerk to comply with the provisions of this section,
within a reasonable time, not more than sixty (60) days from the date
of issuing of charter by the State corporation commission shall sub-
ject him to a fine of not less than ten dollars nor more than one
hundred dollars to be imposed by the State corporation commission.

As soon as the charter shall have been lodged for recordation in
the office of the secretary of the Commonwealth, the persons who
signed and acknowledged said certificate, and such other persons as
may be associated with them according to the provisions of law, or
of their charter and their successors, shall be a body, politic and cor-
porate, by the name set forth in the said certificate, with the powers
and upon the terms set forth therein, so far as not in conflict with
law ; and in addition shall have all the general powers and be subject
to all general restrictions and liabilities conferred and imposed by
this chapter and by the general laws of this State applicable thereto.

Sec. 3854. List of officers to be certified to clerk of court, and
filed open to inspection; fee for filing; non-resident officers, et cet-
era; to appoint attorney at law upon whom process may be served;
penalty for failure—-Every corporation incorporated under the pro-
visions of this chapter and of chapters one hundred and fifty and one
hundred and fifty-one, and every corporation of the same or similar
general class or nature heretofore incorporated by the general assem-
bly or under the laws of this State, shall, after each annual meeting
of its stockholders, certify to the clerk of the court wherein its charter
is recorded, a list of the officers -and directors of such corporation
elected at said annual meeting, and it shall be the duty of the said
clerk 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 whose officers and
directors are non-residents of the city or county in which its principal
office 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 corporation
is located, 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 wherein the charter is recorded. Such power of
attorney shall remain effective until lawfully revoked, and when law-
fully revoked a new power of attorney to the same or some similar
attorney shall be immediately executed and recorded. A duplicate of
such power of attorney shall be filed with the clerk of the State
corporation commission. Written notice of the resignation of the
attorney or of the 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 therefor, and
until this is done such revocation shall be ineffective and the orig-
inal 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
jurisdiction 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 ten 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 imposed and enforced by the State corporation com-
mission, 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 provisions of this section, the State may pro-
ceed against such corporation by writ of quo warranto, or information
in the nature of a writ of quo warranto, for the vacation and forfei-
ture of its charter, and upon judgment in such proceedings against
any such corporation, its charter shall thereafter be vacated and for-
feited. Such proceeding shall be instituted and prosecuted by the
attorney general, at the request of the State corporation commission.

Sec. 3872. Incorporation of companies, societies or associations,
not organized for profit, in which no capital stock is required—Any
number of persons not less than three may, by executing, filing and
recording a certificate as hereinafter set forth, associate to incorporate
a company, society, or association, not organized for profit, in which
no capital stock is required, or to be issued, but the provisions of this
section shall not be construed to authorize the incorporation of any
church or religious denomination.

Sec. 3876. How corporations may sell, exchange, convey, rein-
vest, or incumber its property ; vote required; notice; when bonds not
to be issued.—Any corporation chartered under this chapter and any
similar corporation chartered by any court or by any act of the
general assembly of Virginia may sell or exchange, transfer and
convey any of its property, real, personal or mixed, to promote or
advance the necessary objects and purposes of such corporations, or
for the purpose of reinvesting in other property, real or personal, to
be devoted to its objects and purposes, and may borrow money and
issue its notes and obligations therefor, and secure the payment of
the same by deed of trust or mortgage, for the whole or any part of
the purchase price of any real estate purchased by such corporation,
or for the purpose of building or otherwise improving any real estate
purchased by such corporation, or for the purpose of building or
otherwise improving any real estate owned by it, or for the purpose
of paying any debt heretofore or hereafter contracted to promote or
advance the objects or purposes of such corporation.

Before any such corporation shall dispose of or encumber its real
property, the same shall be sanctioned by a vote of a majority of the
members of such corporation having voting power present at a meet-
ing of the members called by its board of trustees, directors or man-
agers 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 the place where its principal office
is located, or having a general circulation therein, or notice in writing
shall be given to each member of the corporation having voting
power, by serving the same on him personally or by mailing it to him
addressed to the post office nearest his place of residence as it appears
on the books of the corporation, at least ten days prior to such
meeting, which notice shall state the time and place of the meeting
and its object.

If at such meeting a majority of the members having voting
power present and voting shall vote in favor of disposing of or encum-
bering such real estate, or any part thereof, then the board of trustees,
directors or managers of such corporation shall be authorized and
empowered to dispose of such real estate, or to encumber same by
deed of trust or mortgage upon the real estate of such corporation,
or any part thereof, and to execute and deliver under the corporate
seal of such corporation, all necessary evidences of debt, deeds, con-
veyances, deeds of trust, or mortgages, as may be necessary in the
premises; but no bonds shall be issued by any such corporation until
after full compliance with the provisions of section one hundred and
sixty-seven of the Constitution of this State, so far as applicable ; and
in default thereof, any such corporation shall be subject to all the
penalties prescribed in this charter against corporations for issuing
bonds without first having complied with the provisions of said sec-
tion of the Constitution.

In any case where it shall be stated by a member having voting
power in the power of attorney appointing his proxy, or be made
to appear to the satisfaction of the meeting in any other way, that
by reason of age, physical infirmities, or for any other cause, such
member is unable to attend any meeting called or held for any of the
purposes mentioned in this section, such member shall be allowed to
vote at such meeting by proxy appointed in the manner as is pro-
vided in cases of stock corporations by section thirty-seven hundred
and ninety-nine of the Code and the vote by proxy shall have the
same effect as if cast by the member present in person; provided.
however, when the constitution of any such corporation requires any
of the above matters mentioned in this section to be approved by a
larger vote than a majority, then the vote required to approve shall
be governed by such constitution and not by this section.