Chap. 169.—An ACT to amend and re-enact Section 3780 of the Code of Vir-
ginia, as heretofore amended, in relation to amending charters and changing
location of principal officers of corporations. {[H B 318]

Approved March 12, 1936

1. Be it enacted by the General Assembly of Virginia, That sec-
tion 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 issu-
ance 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 ex-
change of stock issued prior to such date, of a class having certain
preferences, for stock of another class or classes, without substanti-
ally the same preferences, except upon the consent of each such pre-
ferred 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 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 successive weeks prior to such meeting in some
newspaper published in the place where its principal office is located,
or having a general circulation therein, or after notice in writing
shall have been given to each of the stockholders of record, by serv-
ing the same on them personally or by mailing it to their last known
postoffice address as furnished by them to the officers of the cor-
poration, 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 as-
sistant secretary, and acknowledged by them before an officer auth-
orized 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, to-
gether 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 ap-
plied for, and shall issue or refuse the same accordingly.

Any certificate so issued by the commission to any corporation
chartered under chapter one hundred and forty-eight shall be cer-
tified to the clerk of the circuit court of the county, or circuit, cor-
poration or chancery court of the city in which the original certif-
icate 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, provided, that, in every case in which
the principal office of a corporation chartered under chapter one hun-
dred and forty-erght of the Code is changed by amendment hereunder,
the certificate of such amendment shall be certified to the clerk of
the proper court of each of the counties and/or cities from, and to
which, such principal office is removed, but in any case of amend-
ment, not changing the principal office, when there has been a prev-
ious change of principal office, it shall be necessary to certify such
certificate of amendment only to the clerk of the proper court of
the county or city in which the principal office is at the time located.
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 issued and admitted to record
by the State Corporation Commission the original certificate or
articles of association shall be deemed to be amended accordingly,
but such certificates of amendment, alteration or extension shall con-
tain only such provisions as would be allowable or proper to be con-
tained in the original certificate or articles 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 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 new stock shall have been issued
therefor, No amendment, change or addition substantially chang-
ing the object for which said corporation was chartered, or extending
the duration of its corporate existence, shall be made except by unan-
imous consent of all the stockholders of said corporation; provided,
however, that no vote of the stockholders shall be required for an
amendment to the charter of any such corporation for the sole pur-
pose of changing the location of principal office of the corporation
in Virginia, but all other applicable requirement of this section shall
be complied with.

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