Chap. 380.—An ACT to amend and re-enact section 3781, as heretofore amended,
of the Code of Virginia, in relation to corporations. [H B 365]

Approved March 24, 1930

1. Be it enacted by the general assembly of Virginia, That section
thirty-seven hundred and eighty-one of the Code of Virginia, be
amended and re-enacted so as to read as follows:

Section 3781. Whenever in the judgment of the board of directors
it shall be deemed advisable and for the benefit of any corporation,
heretofore or hereafter organized under the laws of this Common-
wealth, that its actually issued and outstanding stock and/or capital
be decreased, it may, with the concurrence of two-thirds in amount of
all of its stockholders given as hereinafter provided, decrease its ac-
tually issued and outstanding stock from time to time to any amount
not less than the minimum fixed in its charter or an amendment there-
of, and/or the amount of its capital represented by shares having no
par value, in the manner following, that is to say: By retiring or re-
ducing 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 corporation, or by reducing the par value of shares when authorized
by an amendment, and/or by reducing the amount of capital repre-
sented by shares having no par value. 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 entitled 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 succes-
sive weeks prior to such meeting in some newspaper published in the
place where its principal office is located, or having a general circula-
tion therein, or notice in writing shall be given to each of the stock-
holders of record by serving the same on them personally or by mail-
ing 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
authorized by the charter of the corporation or an amendment thereof,
and/or of decreasing the amount of its capital represented by shares.
having no par value, a certificate stating that the statutory require-
ments herein presented, have been fully complied with and setting forth
the plan to be followed in accomplishing the proposed reduction of,
issued and outstanding stock and/or capital shall be made by the prest-
dent, or 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, and when so acknowledged it may be presented to the State
corporation commission, which shall ascertain whether the applicants
have, by complying with the requirements of the law, entitled them-
selves to make such decrease of the actually issued and outstanding
stock and/or capital, 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 secretary of the Commonwealth,
to be recorded by him as provided with reference to original certificates
of incorporation, and shall be certified by him to the clerk of the
circuit court of the county, or circuit, 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 and/or of the amount of capital represented by shares having no
par value, shall be published over the signature of the president, or
otie of its ‘vice-presidents, and the secretary of the corporation, at
least once a week for three successive weeks, in a newspaper published
iti 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.
2. “An emergency hereby being declared to exist, this act shall be
in force from its passage. a : _