An Act to amend and reenact § 46.1-299, as amended, of the Code of Virginia, relating to devices signalling intention to turn or stop and rules therefor.
Volume 1968 Law 99
Volume | 1936 |
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Law Number | 179 |
Subjects |
Law Body
Chap. 179.——An ACT to amend and re-enact section thirty-eight hundred and
twenty-a of the Code of Virginia relating to the sale, conveyance and transfer
by corporations, with certain exceptions, of the whole of their property,
including good will, to any person, or corporation authorized to acquire the
same, save that a corporation organized to conduct the business of banks,
savings banks and/or trust companies, can only sell, convey or transfer such
property, including good will, to another domestic corporation organized for
the purpose of carrying on the business of a bank, savings bank and/or
trust company. [H B 196]
Approved March 13, 1936
1. Be it enacted by the General Assembly of Virginia, That section
thirty-eight hundred and twenty-a of the Code of Virginia be amended
and re-enacted so as to read as follows:
Section 3820-a. Any corporation, including banks, savings banks
and trust companies subject to proviso hereinafter, now chartered, or
that may hereafter be chartered, under or by virtue of the laws of the
State of Virginia, whether by special statute or the general law, except
a non-stock corporation, public service corporation, turnpike company,
building and loan association, industrial loan association, credit union,
uniform credit, small loan association, insurance company, guaranty,
indemnity, fidelity and security company and association, and fraternal
or other beneficiary order and society, industrial sick benefit company
and association, bond investment company, association or society,
cooperative marketing association, and any other kind of corporation
chartered and existing under any particular law now or hereafter
enacted unless otherwise specifically provided by the law, or an amend-
ment thereof, under which the particular kind of corporation embraced
in this exception is chartered and/or exists, when in the judgment of
the board of directors it is for the interest of the corporation, shall have
the power to sell, convey and transfer, or lease the whole of its property
and assets, including good will, and other intangible assets, or any
material part thereof necessary to the continued conduct of business on
the part of the vendor corporation, but not its franchise to be a cor-
poration, to any person, or to any other corporation of this or any other
state, territory or county which may be authorized by its charter, or
general law, to acquire the same, upon such terms and conditions, and
for such consideration, either payable in cash, stock or securities of
another corporation as the board of directors, in their discretion, may
determine; and the board of directors may empower the officers of
said vendor corporation to make, execute, and in the name of the cor-
poration, deliver all such deeds and contracts to such purchaser as may
be necessary to effect said sale; provided, however, that no corporation
chartered to conduct the business of a bank, savings bank and/or trust
company shall lease, sell or exchange all its property, including its
good will, except to a corporation chartered under the laws of Virginia
for the purpose of conducting the business of a bank, savings bank
and/or trust company; and provided, further, that any such sale or
lease under the provisions of this act shall not affect a dissolution of
the vendor corporation.
Before any such sale shall be consummated, it must be authorized
by the written consent of the holders of two-thirds of all the stock of the
corporation issued and outstanding, whether or not the same have vo-
ing power, or by either a special or regular meeting of the stockholders
of the selling corporation of which notice specifying the purpose of the
meeting shall be given at least ten days before such meeting to every
stockholder of record of the selling corporation, whether or not the
stock so held by such stockholder of record has voting power, and at
which meeting the resolutions in favor of such sale must receive the
affirmative vote, either in person or by proxy, of the holders of two-
thirds in value of all the outstanding capital stock of the company,
whether or not such stock has voting power; provided, however, that
nothing herein contained shall be construed to limit the existing power
of the stockholders or directors of such corporation to make sales,
leases, assignments or conveyances of corporate property other than
as above set forth ; and provided, further, that a sale or lease hereunder
shall in no wise affect the right of creditors of the vendor corporation
nor relieve it from compliance with the bulk sales law, when applicable,
nor any other applicable laws.
The rights of any stockholder of the vendor corporation, whether
or not the said stock so held by him has voting power, who shall not
have given his assent to such sale, conveyance or transfer, and who
shall be dissatisfied therewith, shall be the same mutatis mutandis as
that of a stockholder of a consolidated or merged corporation, who
shall not have given his consent to such consolidation or merger and
who shall be dissatisfied therewith, and the same procedure mutatis
mutandis to ascertain the fair cash value of his stock shall be had, as
now or may be hereafter provided by statute in case of such stock-
holder of a merged or consolidated corporation and/or as now exists
under the general law ; provided, however, that the value so ascertained
shall be paid to such stockholder by the vendor corporation and the
purchaser from the vendor corporation shall in no wise be liable to
such stockholder for the value of his stock, but nothing herein con-
tained shall deprive any stockholder of existing remedies at law or in
equity in the event of fraud or inadequacy of consideration.
If any section, or part of section, of this act is hereafter held by
any court of competent jurisdiction to be unconstitutional, such decision
shall in no wise affect or render void the remainer of this act.
Z. All acts and parts of acts in conflict with this act are hereby
repealed.
3. An emergency existing, this act shall be in force from its
passage.