Chap. 403.—An ACT to amend and re-enact sections 3780 and 3792 of the Code
of Virginia, as heretofore amended, relating to amendments of charters of
corporations after organization, and powers to create two or more kinds of
stock of corporations, and increase or decrease the stock and providing for
redemption of stock or dividends thereon. [H B 414]

Approved March 30, 1936

1. Be it enacted by the General Assembly of Virginia, That sec-
tions thirty-seven hundred and eighty and thirty-seven hundred and
ninety-two 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 nothing herein contained
shall be construed to require the exchange of stock of class having
certain preferences, for stock of another class or classes, without
substantially the same preferences, except upon the consent of two-
thirds in interest of such preferred stock, whether heretofore or here-
after issued, expressed in person or by proxy at a meeting of such
stockholders called and held as in this section hereinafter provided,
whether said preferred stock may or may not have been heretofore
entitled to vote, 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, altera-
tion 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 prin-
cipal 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 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 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 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 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 Cor-
poration Commission, which shall ascertain and declare whether the
applicants, by complying with the requirements of the law, have en-
titled themselves to the amendment, alteration or extension applied
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 certified
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 incor-
poration 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 indorse the fact of such recordation upon the
said certificate and return the same to the State Corporation Com-
mission, provided, that, in every case in which the principal office of a
corporation chartered under chapter one hundred and forty-eight 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 amendment, not changing the principal
office, when there has been a previous 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 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, alteration or extension. If by such amend-
ment 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 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 no vote of the stockholders
shall be required for an amendment to the charter of any such cor-
poration for the sole purpose of changing the location of principal
office of the corporation in Virginia, but all other applicable require-
ments of this section shall be complied with.

Section 3792. Power to create two or more kinds of stock, etc., and
to increase or decrease stock; redemption of preferred stock; divi-
dends.—Every corporation shall have power to create two or more
kinds of stock any of which may be stock with par value or stock
without par value, of such classes, with such designations, preferences
and voting powers, or restrictions or qualifications thereof, as shall be
stated and expressed in the charter, certificate of incorporation, or
articles of association, or in any amendment thereof ; and the power to
increase or decrease the stock as elsewhere provided, shall apply to
all or any of the classes of stock. Any or all classes of preferred stock
may, if desired, be made subject to redemption at such time or times
and at such price, to be stated in dollars, not less than par, in the case
of stock with par value and not less than the value received therefor
by the corporation in the case of stock without par value, as may be
expressed or provided for in the certificate of incorporation, or any
amendment thereof; and the holders of such preferred stock shall be
entitled to receive and the corporation bound to pay thereon dividends
at such rates and on such conditions as shall be stated in its charter
or any amendment thereof or in the original or amended certificate of
incorporation, or articles of association, or in any amendment thereof ;
and such dividends may be made payable before any dividends shall
be set apart or paid on the common stock, and such dividends may be
made cumulative. The holders of such preferred stock shall be entitled
to such rights upon the dissolution or any distribution of the assets of
the corporation as may be expressed in the certificate of incorporation
or any amendment thereof. In the case of preferred stock entitled to
linited preferential dividends and to a fixed amount upon dissolution
or upon any distribution of the assets of the corporation, the board of
directors may be empowered by the certificate of incorporation or any
amendment thereof to cause such stock to be issued in series with
variations, as may be determined by the board of directors prior to the
issue thereof, as to the distinctive serial designations, as to the rate
or rates of dividends payable thereon, as to the times of payment of
and the dates from which such dividends shall be cumulative, as to the
prices and terms upon which the same may be redeemed, as to the
amount or amounts which shall be paid to the holders thereof in case
of voluntary or involuntary dissolution or any distribution of assets,
as to voting powers (if any), as to the amount of any sinking fund
(if any), providing for the purchase or redemption thereof, and as to
the rights (if any), to convert the same into and/or purchase stock of
any other series or class or other securities, but the stock of each such
series of the same class shall in all other respects be equal. Upon the
creation and before the issue of any such series the designation, de-
scriptions and terms thereof shall be set forth in a certificate made by
the corporation signed by its president or a vice-president, under the
corporate seal attested by its secretary or an assistant secretary and
acknowledged 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 corporation has, by complying with the requirements of
the law, entitled itself to file such certificate, 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 incorpora-
tion 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,

No corporation, whether heretofore or hereafter chartered, shall,
without ninety per centum consent in interest of the class or classes of
stockholders affected thereby, have the power to change the voting
rights and/or the priority as to assets or dividends of any stockholder,
or to change the amount or time at which any preferred stock is
redeemable, or to issue any stock taking priority, either as to assets
and/or dividends, over any preferred stock then issued and outstand-
ing, and this ninety per centum requirement shall apply regardless of
whether said stock so affected had theretofore the right to vote or not.