Chap. 325.—An ACT to amend and re-enact Section 3777 of the Code of Vir-
' ginia, as heretofore amended, relating to powers of corporations. [S B 185]

Approved March 29, 1938 —

1. Be it enacted by the General Assembly of Virginia, That sec-
tion thirty-seven hundred and seventy-seven of the Code of Virginia,
as heretofore amended, be amended and re-enacted so as to read as
follows:

Section 3/777. Every corporation of this State shall have power:

(a) To have succession for the time stated in its charter, certi-
ficate of incorporation, or articles of association. But when no period
is so limited, it shall be perpetual, subject to the power of repeal re-
served by the Constitution to the General Assembly.

(b) To sue and be sued in any court of law or equity.

(c) To have a common seal, which it may alter, renew, or amend
at its pleasure.

(d) To contract and be contracted with, to purchase, hold, and
grant such real and personal estate as the purposes of the corporation
shall require, and all other real estate which shall have been bona fide
conveyed or mortgaged to the said corporation, or for its benefit, by
way of security, or in satisfaction of debts, or purchased at sales upon
judgment or decree obtained for such debts, and to mortgage or pledge.
or convey by way of deed of trust, or otherwise encumber any such
real or personal estate as is mentioned in this paragraph, together with
the franchise of such corporation, in whole or in part. The power to
hold real and personal estate shall include the power to take the same
by gift, devise, or bequest.

(e) To borrow money, to make and issue its bonds, payable to
bearer, or otherwise, and with or without interest coupons attached, or
drafts or notes for the same, or for any debts or obligations incurred
by it, or for any of the purposes of the corporation, and to secure ihe
same by mortgage or deed of trust on all of its works, property, and
franchises, or any part thereof.

(f{) To appoint such officers and agents as the business of the
corporation shall, in its opinion, require, and to fix their compensation.

(g) To make ordinances, by-laws and regulations not inconsis-
tent with the Constitution or laws of the United States or of this
State, fixing and altering the number of its directors, the division of
the same, if desired, into classes; their authority and powers; the
duration of the terms of its officers and directors; for the certification
and transfer of its stock; for the calling and holding of meetings of
its members; and generally for the government of all under its au-
thority; for the management of its estates, and the due and orderly
regulation and conduct of its affairs.

(h) To subscribe to, purchase, or otherwise acquire, or to guar-
antee or to become surety in respect to the stock, bonds, or other
securities and obligations of other companies; provided, however, that
corporations other than public service corporations shall not have
the foregoing powers unless so authorized in their charters or certifi-
cates of incorporation, or any amendment thereof.

(1) If authorized by express resolution duly adopted by the
stockholders, or by the by-laws, or by the charter or any amendment
thereof the board of directors may, by resolution passed by a majority
of the whole board, designate, in the case of a business corporation,
two or more of their number, in the case of a public service corpora-
tion other than a railroad, three or more of their number, and in the
case of a railroad corporation, four or more of their number, to con-
stitute an executive committee, who, to the extent provided in said reso-
lution of the stockholders, or in the by-laws, or in the charter or any
amendment thereof, shall have and exercise the power of the board
of directors in the management of the business and affairs of the cor-
poration, and may have power to authorize the seal of the corporation
to be affixed to all papers which may require it, and by like authority
and to the extent so authorized the board of directors of any such
kinds of corporations may, by like action, appoint such other com-
mittees, agents and representatives as may be necessary and con-
venient for the conduct of the management of the business thereof,
provided that nothing herein shall be construed to in any way impair
or circumscribe the powers of such corporations, or their stockholders,
or directors, under the applicable common and/or statutory law now
existing or hereafter enacted, and provided, further, that these pro-
visions shall apply to such corporations now existing and hereafter
created.

(j) To wind up and dissolve itself, or to be wound up and dis-
solved in the manner provided by law.

(k) To exercise all other powers granted to corporations gener-
ally by the laws of this State.

All corporations, other than public service corporations, organized
under the laws of this State shall have power to enter into partnership
agreement with other corporations having similar powers and pur-
poses, whether organized under the laws of this or other states, or
with any individual or individuals; but no such agreement shall be
entered into except the same be authorized in a stockholders’ meeting
by a resolution passed by unanimous vote of all the stockholders of
each corporation affected, in the notice of which said meeting the
object and purpose thereof has been duly stated.