Chap. 126.—An ACT to amend and re-enact section 3875 of the Code of Vir-
ginia in relation to non-stock corporations, and to repeal an act entitled
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, and as further
amended and re-enacted by an act approved February 9, 1912, entitled an
act to amend and re-enact section 4 of chapter 4 of an act concerning cor-
porations, approved March 6, 1918. {S B 129]

Approved March 9, 1926.

1. Be it enacted by the general assembly of Virginia, That sec-
tion thirty-eight hundred and seventy-five of the Code of Virginia,
be amended and re-enacted so as to read as follows:

Section 3875. Change of name, location of principal office, et-
cetera; amendments, alterations, etcetera; notice; vote required; du-
ties of officers; fee; decision of the commission; recordation; proviso
as to purely benevolent corporations.—Any corporation incorporated
under the provisions of this chapter, and any corporation heretofore
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 sec-
tion one of this chapter, may change its name, change the location
of its principal office, and make such other amendments, changes,
or alterations of its charter as may be desired, in the manner follow-
ing; the board of trustees, directors or managers shall pass a resolution
declaring that such amendment, change or alteration is advisable, and
calling a meeting of the members of the corporation 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 the place wherein its principal office is located,
or having a general circulation therein, or upon ten days’ notice given
:n 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 favor of such 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 author-
ized by the laws of this State to take acknowledgments of deeds or if
it is a corporation composed of trustees, directors 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 the laws of this State te take
acknowledgments of deeds; or if it be a cemetery company, created
by an act of the general assembly of Virginia, or by order of court,
whose members are lot owners exclusively, 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-presidents,
under the seal of the corporation, attested by the secretary, and ac-
knowledged by them before an officer authorized by the laws of the
State to take acknowledgments of deeds; and if the amendment, change
or alteration be one in respect to which the payment of a fee to the
State is imposed by law, a receipt for such payment shall be presented
to the State corporation commission, which shall ascertain and de-
clare 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 him, as provided in reference to original certificate,
and shall be certified by him to the clerk of the court 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 purpose, and shall endorse the fact of such recorda-
tion upon such certificate, and return the same to the State corpora-
tion commission, 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 in-
corporation shall be deemed to be amended accordingly; but such
certificate of amendment, change or alteration shall contain only such
provisions as it would be lawful and proper to insert in an original
certificate of incorporation made at the time of making such amend-
ment, change or alteration; provided, that in the case of a corporation
purely benevolent, in whose charter of incorporation provision is
made for the issue of shares of stock, where under the law it was or is.
competent to provide that such corporation may have only a nominal
capital, or no capital, as now provided by law, such provisions in re-
spect to capital may he eliminated by amendment of its charter in the
manner provided for in this section; and such charter, when so amend-
ed, shall be treated as operative and valid as of the date of its original
issue, and such corporation shall be relieved of fees and taxes imposed
by law on corporations having capital stock.

2. An act entitled an act to amend and re-enact section four of
chapter four of an act entitled an act concerning corporations, which
became a law on May twenty-first, nineteen hundred and three, as
amended and re-enacted by an act approved March fourteenth, nine-
teen hundred and ten, and as further amended and re-enacted by an
act approved February ninth, nineteen hundred and twelve, entitled
an act to amend and re-enact section four, of chapter four of an act
concerning corporations, approved March sixth, nineteen hundred
and eighteen, is hereby repealed.