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 | 1940 |
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Law Number | 49 |
Subjects |
Law Body
Chap. 49.—An ACT to amend and re-enact Section 3820-a of the Code of Virginia,
as heretofore amended, relating to the sale, conveyance and transfer by corpora-
tions of their property and assets. [S B 110]
Approved February 19, 1940
1. Be it enacted by the General Assembly of Virginia, That
section thirty-eight hundred and twenty-a of the Code of Virginia, as
heretofore amended, 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 com-
pany, guaranty, indemnity, fidelity and security company and asso-
ciation, and fraternal or other beneficiary order and society, in-
dustrial 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 amendment 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 tangible 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 corporation, to any
person, or to any other corporation of this or any other state, terri-
tory 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
corporation, 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 prop-
erty, 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, or to a banking corpora-
tion organized under the laws of the United States and doing busi-
ness in this State; and provided, further, that any lease, sale, or
exchange of all its property, including its good will, heretofore made
by any corporation chartered under the laws of Virginia for the
purpose of conducting the business of a bank, savings bank, and/or
trust company to a banking corporation organized under the laws of
the United States and doing business in this State, is hereby vali-
dated; 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 voting 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 resolution 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, fur-
ther, 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 ascer-
tained 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 contained shall deprive any stockholder of existing remedies
at law or in equity in the event of fraud or inadequacy of considera-
tion, and nothing herein contained shall prohibit the sale or lease of
its property by a public service corporation to the United States, or
to a federal corporation, or to the State of Virginia, or to any city,
town or county thereof.
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 remainder of this
act.
2. 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.