Chap. 309.—An ACT to amend and re-enact Section 3780 of the Code of Vir-
ginia, as heretofore amended, in relation to amendment of charters of cor-
porations. [H B 218]

| Approved March 29, 1938

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. 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 ex-
change for the then outstanding shares of stock of any class or
classes on the terms and conditions to be stated in such amendment;
which said terms and conditions may, if ninety per cent of each class
of stockholders affected thereby agree, provide for the elimination
of all accrued and undeclared dividends on any class of stock where
such dividends have either not have been earned or have not been
declared because of deficit in the capital of the corporation, whether
such dividends have heretofore accrued or may hereafter accrue, pro-
vided, 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 hereafter 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,

(3) changing or enlarging the object or objects for which said
corporation was chartered upon the consent of two-thirds in interest
of each class of stock, whether heretofore or hereafter issued and
whether having voting power or not, expressed in person or by proxy,
at a meeting of such stockholders called and held as in this Section
hereinafter provided, except that no corporation organized under the
provisions of chapters 149 and 150 of the Code shall have the power
to change or enlarge the object or objects for which said corporation:
were chartered; (4) extending the duration of its corporate existence
or (5) make any other alteration or extension of its charter that i
may desire in manner following: The board of directors shall pas:
a resolution declaring that such amendment, alteration or extension i:
advisable, and calling a meeting of the stockholders to take actior
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 serving the same on them personally or by mailing it to their Jast
known post office 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 certifi-
cate 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 acknowledge by them before an officer
authorized by the laws of this State to take acknowledgments of
deeds. Such certificate shall show 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 certifi-
cate, 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.

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 in-
‘orporation is recorded, and the clerk of such court shall thereupon
‘ecord the same in his office in a book provided and kept for the
recordation of charters, and shall indorse the fact of such recordation
1pon the said certificate and return the same to the State Corporation
Commission, provided, that, in every case in which the principal office
»f a corporation chartered under chapter one hundred and forty-eight
ft the Code is changed by amendment hereunder, the certificate of
uch amendment shall be certified to the clerk of the proper court
f each of the counties and/or cities from, and to which, such princi-
al office is removed, but in any case of amendment. not chanojing the

rincipal office, when there has been a previous change of principal
ffice, it shall be necessary to certify such certificate of amendment only
o the clerk of the proper court of the county or city in which the
yrincipal office is at the time located. Such certificates of amendment
hall be lodged and preserved in the office of the clerk of the com-
nission, as original certificates and articles of association.

As soon as the said certificate is issued and admitted to record
yy the State Corporation Commission the original certificate or articles
sf association shall be deemed to be amended accordingly, but such
ertificates 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
naking 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 stock-
holders, 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 afore-
said, until surrender shall have been made of the old stock and certifi-
cates for new stock shall have been issued therefor.

Provided, however, that no vote of the stockholders shall be re-
quired for an amendment to the charter of any such corporation for
the sole purpose of changing the location of principal office of the
corporation in Virginia, but all other applicable requirements of this
section shall be complied with. |

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