Chap. 320.—An ACT to amend and re-enact Section 3875, as amended, of the Code
of Virginia, relating to procedure for amendment of charter of a non-stock
corporation, so as to provide for amendment changing principal office without
vote of members having voting powers ; to conform the section to certain changes
made in other, or by previous, legislation; to make certain formal changes ; and
to provide for recordation of amendments as in case of stock corporations.

[S B 232]
Approved March 30, 1942

1. Be it enacted by the General Assembly of Virginia, That section
thirty-eight hundred and seventy-five of the Code of Virginia, as amended,
be amended and re-enacted, as follows: 7

Section 3875. Change of name, location of principal office, and
other amendments, changes, and alterations; notice; vote required ; duties
of officers; fee; decision of the Commission ; recordation; provisos as to
mere change of principal office and as to purely benevolent corporations.
—Any corporation (1) incorporated under the provisions of this chapter,
or (2) heretofore organized under any charter heretofore granted by any
court, or (3) chartered by the General Assembly, and authorized to do
any act, to conduct any business, or to carry on any object or purpose, per-
mitted under the first section of this chapter, may change its name, change
the location of its principal office, and make such other amendments,
changes, or alterations of its charter as desired, in the manner following:
the board of trustees, directors or managers shall pass a resolution de-
claring that such amendment, change, or alteration 1s advisable, and call-
ing a meeting of the members of the corporation to take action thereon,
the meeting to be held upon notice by publication, at least six times a
week for two successive weeks prior to such meeting, in some news-
paper published in the place wherein its principal office is located or hav-
ing a general circulation therein, or upon ten days’ notice given in person
or by mailing to all the members, then of record, having voting powers.
If a majority of such members vote in favor of the proposed amendment,
change, or alteration, or, in the case of a corporation composed of trus-
tees, directors or managers, if a majority of these trustees, directors or
managers, after a notice to all of them in one of the ways hereinbefore set
forth, vote in favor of the amendment, change, or alteration, or, in the
case of a cemetery company, created by an act of the General Assembly, o1
by order of court, whose members are lot owners exclusively, if a ma-
jority of so many of such lot owners as constitute a quorum for a busi-
ness meeting under the provisions of the charter of the company, after no-
tice to all of such lot owners, by publication as hereinbefore set forth,
vote in favor of such amendment, change or alteration, a certificate there-
of shall be made by the president or by a vice-president, under the seal of
the corporation, attested by the secretary, and acknowledged by them
before an officer authorized by the laws of the State to take acknowledge-
ments of deeds.

The certificate for amendment, change, or alteration, and, if the
amendment, change, or alteration be one in respect to which the payment
of a fee to the State is imposed by law, such fee, together with proper fees
for recordation and for costs, in the same manner as in the case of an
original certificate, must be presented to the State Corporation Com-
mission, which shall ascertain and declare whether the applicant, by com-
plying with the requirements of the law, is entitled to the amendment,
change, or alteration set forth in the certificate, and shall issue or refuse
the same accordingly, and, if issued, the Commission shall also admit the
certificate to record in its office.

Thereupon, the certificate, with the endorsements and order of the
Commission thereon, shall be forthwith certified, by the Commission, to
the clerk of the circuit court of the county, or circuit, corporation, or
chancery court of the city, or other proper court of recordation, in which
the original certificate of incorporation is recorded, provided that, in any
case in which the principal office of a corporation chartered under chapter
one hundred and fifty-one of the Code is changed by amendment here-
under, 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 amend-
ment only to the clerk of the proper court of the county or city in which
the principal office is at the time located, and the clerk of the Commis-
sion shall forward same to such clerk or clerks as and in the manner
required in case of an original certificate.

The clerk of such court, or the clerks of such courts, shall thereupon
record the same in his or their office, in a book provided and kept for that
purpose, and shall endorse the fact of such recordation upon the certifi-
cate, and return it, in the manner provided in the case of an original cer-
tificate, to the Commission, to be lodged and preserved in the office of its
clerk. As soon as the certificate is issued and admitted to record in the
office of the Commission, the original certificate of incorporation shall be
deemed to be amended accordingly; but such certificate of amendment,
change, or alteration shall contain only such provisions as it would be
lawful and proper to insert in an original certificate of incorporation
made at the time of making such amendment, change, or alteration.

Provided, that no vote of members having voting powers shall be re-
quired for an amendment to the charter of any such corporation for the
sole purpose of changing the location of its principal office, but all other
applicable requirements of this section shall be complied with.

Provided, that in the case of a corporation purely benevolent, in
whose charter of incorporation provision is made for the issue of shares
of stock, where under the law it was or is competent to provide that such
corporation may have only a nominal capital, or no capital as now pro-
vided by law, such provision in respect to capital may be eliminated by
amendment of its charter in the manner provided for in this section, and
such charter, when so amended, shall be treated as operative and valid as
of the date of its original issue, and such corporation shall be relieved of
fees and taxes imposed by law on corporations having capital stock.