Chap. 469.—An ACT to amend and re-enact section 3876 of the Code of Virginia.
as heretofore amended, providing for how corporations may sell, exchange,
convey, reinvest, or incumber its property; vote required; notice; when bonds
not to be issued, so as to allow conveyances of property in Willamsburg by
the Society for the Preservation of Virginia Antiquities. [H B 382]

Approved March 26, 1928

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

Section 3876. 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 other-
wise 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 those
members of such corporation having voting power who are present,
either in person or by proxy, at a meeting of the members called by
its board of trustees, directors, or managers for that purpose, of which
meeting notice, by publication at least six times a week, for four suc-
cessive wecks 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 an him
personally or by mailing it to him addressed to the postoffice neares
his place of residence as it appears on the books of the corporation
at Ieast 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 those members having voting
power who are present, in person or by proxy, and voting shall vote
in favor of disposing of or encumbering such real estate, or any part
thereof, then the board of trustees, directors or managers of such cor-
poration 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, conveyances, 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 chapter against
corporations for issuing bonds without first having complied with the
provisions of said section 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 ap-
pear 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 members shall be allowed to vote at such
meeting by proxy appointed in the manner as is provided 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 1f cast
by the member present in person; provided, however, when the con-
stitution 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.

2. An emergency existing, this act shall be in force from its passage.