Chap. 554.—An ACT to amend and re-enact section 3780 of the Code of Vir-
ginia, as heretofore amended by an act approved March 24, 1922, in relation

to corporations. {S B 229)
Approved March 29, 1926.

1. Beit enacted by the general assembly of Virginia, That section
thirty-seven hundred and eighty of the Code of Virginia as heretofore
amended by an act approved March twenty-fourth, nineteen hundred
and twenty-two, be amended and re-enacted so as to read as follows:

Section 3780. Amendment of charter after organization.—At any
time after organization any corporation organized under the laws of
this State may make any amendment (one) increasing or decreasing
its authorized capital stock; (two) 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 con-
tained shall be construed to require the exchange of stock of a class
having certain preferences, for stock of another class or classes, with-
out substantially the same preferences, except upon the consent of
each of such preferred stockholders, or (three) make any other altera-
tion or extension of its charter that it may desire in manner following:
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 suc-
cessive weeks prior to such meeting in some newspaper published in
the place where its principal office is located, or having a general cir-
culation therein, or after notice in writing shall have been given. to
each of the stockholders of record, by serving the same on them per-
sonally or by mailing it to their last known postoffice address as fur-
nished 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 amend-
ment, alteration or extension, a certificate thereof shall be made by the
president or by one of the vice-presidents, under the seal of the cor-
poration, attested by its secretary or an assistant secretary, acknow-
ledged by them before an officer authorized by the laws of this State
to take acknowledgments of deeds. Such certificate shall show that
the requirements 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 com-
monwealth for recordation in like manner as a certificate for an original
charter, and if the amendment be to the charter of a corporation re-
932 ACTS OF ASSEMBLY. [va.

quired 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 certificate
or article of association if made at the time of making such amendment,
alteration or extension. If by such amendment the corporate 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 therefor, and no stockholder, the par value of whose shares
of stock is changed, or whose shares of stock are required to be ex-
changed 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 authorizing the amend-
ment 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 re-
quired 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 ex-
tending the duration of its corporate existence, shall be made except
by unanimous consent of all the stockholders of said corporation.