Chap. 74.—An ACT to amend and re-enact section 3780 of the Code of Virginia,
as heretofore amended, in relation to amending charters and changing location
of the principal offices, of corporations. [H B 92]

Approved March 2, 1934

1. Be it enacted by the General Assembly of Virginia, That section
thirty-seven hundred and eighty of the Code of Virginia, as heretofore
amended, 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 (1) increasing or decreasing its
authorized capital stock; (2) 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 as to any corporation organized
before April first, nineteen hundred and twenty-eight, nothing herein
contained shall be construed to require the exchange of stock issued
prior to such date, of a class having certain preferences, for stock of
another clags or classes, without substantially the same preferences,
except upon the consent of each such preferred stockholder, or as to
any corporation organized after April first, nineteen hundred and
twenty-eight, or as to the stock of any corporation organized before but
issued after such date, except upon the consent of two-thirds in interest
of such stockholders expressed in person or by proxy at a meeting of
such stockholders called and held as in this section hereinafter provided,
of which meeting notice shall be given as hereinafter provided in this
section, or (3) make any other alteration 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 ex-
tension 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 successive weeks prior to such meeting
in some newspaper published in the place where its principal office 1s
located, or having a general circulation therein, or after notice in
writing shall have been given to each of the stockholders of record, by
serving the same on them personally or by mailing it to their last-known
postoffice address as furnished by them to the officers of the corpora-
tion, 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 amendment, alteration or extension, a certificate thereof shall be
made by the president or by one of the vice-presidents, under the seal
of the corporation, attested by its secretary, or an assistant secretary,
and acknowledged by them before an officer authorized by the laws
of this State to take acknowledgments of deeds. Such certificates shall
show that the requirement 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 receipts 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-
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 certificate
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 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 amendment,
alteration, or extension shall contain only such provisions as would be
allowable or proper to be contained in the original certificate or articles
of association if made at the time of making such amendment, altera-
tion 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 stockholders, the par value of whose shares of stock
is changed, or whose shares of stock are required to be exchanged 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 amendment 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 required to be exchanged
as aforesaid, until surrender shall have been made of the old stock and
certificates for the new stock shall have been issued therefor. No
amendment, change or addition substantially changing the object for
which said corporation was chartered, or extending the duration of its
corporate existence, shall be made except by unanimous consent of
all the stockholders of said corporation; provided, however, that the
board of directors of any such corporation shall have power to change
the principal office of the corporation within this State to any other place
within the State by a resolution adopted at any regular or special meet-
ing 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 State
Corporation Commission, and a certified copy thereof shall be recorded
in the clerk’s office wherein deeds are recorded, of the counties and/or
cities from, and to which, such principal office is removed, if it be a
corporation whose original charter was recorded in the county or city
wherein its principal office was thereby located.