Chap. 186.—An ACT to amend and re-enact section 3853 of the Code of Vir-
ginia, which section is in chapter 148 of the said Code on creation of cor-
porations other than public service. [S B 202]

Approved March 18, 1926.

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

Section 3853. Management to be vested in a board of directors;
their number; term of office; quorum; executive committee; powers
of; change of location of principal ofice.—The business of every cor-
poration organized under the provisions of this chapter shall be man-
aged by a board of directors of such number, not less than three, as
may be prescribed by the certificate of incorporation or the by-laws
of the corporation. They shall hold office, unless sooner removed
by the stockholders, for the term fixed by the certificate of incorpo-
ration or by-laws and until their successors are respectively elected
and qualified, and a majority of them shall constitute a quorum for
the transaction of business. The board of directors may, if auth-
orized by the stockholders, or by the by-laws, by a resolution passed
by a majority of the whole board, designate two or more of their
number to constitute an executive committee, who to the extent pro-
vided in said resolution or in the by-laws of said corporation, shall
have and exercise the power of the board of directors in the. manage-
ment of the business and affairs of the corporation, and may have
power to authorize the seal of the company to be affixed to all papers
which may require it.

The board of directors shall have power to change the location
of the principal office of the corporation within this State to any other
place within this State by a resolution adopted at any regular or
special meeting of the board. Upon the adoption of such resolution,
a certified copy thereof signed by the president and secretary of such
corporation and sealed with its corporate seal, shall be filed in the
office of the secretary of the Commonwealth, a certified copy filed
in the office of the State corporation commission, and a certified copy
recorded in the office of the clerk of the court in which deeds are re-
corded in the counties or cities from and to which said principal office
is removed.