Chap. 367.——An ACT to amend and re-enact Sections 3809; 3810 as amended (as
Section 3810 and two new sections numbered 3810-a and 3810-b); 3811 as
amended; 3822 as amended (as Section 3822 and a new section numbered
3822-a) ; 3830; 3836; 3851 as amended; 3857 as amended; 3857-a (by trans-
posing part of Section 3857 as being amended into Section 3857-a) ; 3859; 3866
(as Section 3866 and a new section numbered 3866-a) ; and 3868, of the Code
of Virginia, relating to certain kinds of domestic corporations, so as to make
explicit therein, in order to avoid confusion, certain amendments indirectly
effected by Section 3 (c) of Chapter 33, Acts 1927, approved April 18, 1927,
commonly known as the Reorganization of Government Act, as it was amended
by Chapter 71, Acts 1930, approved February 27, 1930, which acts trans-
ferred certain duties and functions theretofore imposed upon the Secretary of
the Commonwealth to the State Corporation Commission: so as, for future
convenience, to subdivide Section 3810 into three sections (the two additional
being numbered 3810-a and 3810-b); Section 3822 into two sections (the
additional section being numbered 3822-a); Section 3866 into two sections
(the additional section being numbered 3866-a) : so as to transpose a portion
of Section 3857 as being amended to Section 3857-a: and so as to make other
purely verbal, formal, and conforming changes for purposes of clarification,
brevity, or convenience. [S 179]

Approved March 31, 1944 ,

Be it enacted by the General Assembly of Virginia:

1. That sections thirty-eight hundred nine, thirty-eight hundred ten
amended, thirty-eight hundred eleven as amended, thirty-eight hun-
d twenty-two as amended, thirty-eight hundred thirty, thirty-eight
dred thirty-six, thirty-eight hundred fifty-one as amended, thirty-
it hundred fifty-seven as amended, thirty-eight hundred fifty-seven-a,
ty-eight hundred fifty-nine, thirty-eight hundred sixty-six, and thirty-
it hundred sixty-eight, of the Code of Virginia, be amended and re-
cted; and that four new sections, consisting of matter as amended
isposed from other sections being hereby amended and re-enacted,
ibered thirty-eight hundred ten-a, thirty-eight hundred ten-b, thirty-
524 ACTS OF ASSEMBLY [va., 1944

eight hundred twenty-two-a, and thirty-eight hundred sixty-six-a, be
added to the Code, as follows:

Section 3809. Dissolution before payment of capital_——The incor-
porators named in any certificate of incorporation, before the payment ot
any part of the capital, and before beginning the business for which the
corporation was created, may surrender all their corporate rights and
franchises, by filing in the clerk’s office of the State Corporation Com-
mission a certificate, verified by the oaths of a majority of the incorpora-
tors, that no part of the capital has been paid and such business has not
been begun, and surrendering all rights and franchises ; and thereupon the
corporation shall stand dissolved. The fact of the dissolution shall be cer-
tified by the Commission to the clerk of the court in whose office the
charter is recorded, who shall note the same on the charter records of
his office immediately after the record of the charter.

Section 3810. How corporations dissolved—(a) Whenever in the
judgment of the board of directors it is deemed advisable and for the bene-
fit of any corporation organized under the existing laws of this State, or
under any charter heretofore granted by any court, or by the General
Assembly, that it be dissolved, a resolution to that effect shall be adopted
by a majority of the whole board at a meeting called for that purpose.
Notice of the meeting of the board must be given in person or by mail to
every director at least ten days prior to the meeting. The directors must.
within fifteen days after the adoption of the resolution, cause notice of its
adoption and of the date for meeting of stockholders to consider it to be
mailed to each stockholder of record, at least ten days before the date
designated for the meeting of stockholders. They must, also, within fit-
teen days after the adoption of the resolution, and at least ten days be-
fore the date designated for the meeting, cause a notice of the meeting of
the stockholders to be held at the principal office of the corporation to
take action upon the resolution so adopted by the board of directors, to
be published in a newspaper in the county or city wherein the corpora-
tion has its principal office, or if there be no such newspaper published
in such county or city, then in a newspaper having a general circulation
therein. On the day fixed for the meeting a majority in interest of the
stockholders present may adjourn to another day or time; and if at any
such meeting or adjourned meeting, two-thirds in interest of the stock-
holders consent to the proposed dissolution and signify their consent in
writing, given either in person or by proxy, this consent, together with a
list of the names and residences of the directors and officers, certified
by the president, secretary and treasurer, shall be filed in the office of
the clerk of the Commission, and the Commission, upon being satisfied
by due proof that the requirements of law have been complied with, shall
issue a certificate that such consent has been filed, and thereupon the cor-
poration will stand dissolved, and the board shall proceed to settle up
and adjust its business and affairs.

(b) Whenever all the stockholders consent in writing to the dis-
solution, no meeting or notice thereof shall be necessary, but on filing the
consent in its office the Commission shall issue a certificate of dissolution,
and the corporation will thereupon stand dissolved and the board shall
proceed to settle up and adjust its business and affairs; but the dissolu-
tion shall not affect the rights of any creditor of the corporation existing
at the time of the dissolution. Whenever a certificate of dissolution has
been made by the Commission, it shall certify that fact to the clerk of the
court in whose office the original charter is recorded and also, if there has
been any change of the principal office of the corporation, to the clerk
of the court of recordation of the city or county wherein the principal
office is at the time located, who shall note the fact on the charter records
of his office immediately ‘after the record therein of the corporation.

(c) No public service corporation, however, which is at the time
actually performing any public service, may, upon the mere filing of
such consent, stand dissolved under this section. In addition to filing
such consent, a public service corporation must publish notice in some
newspaper in or near the place where its principal office is located at
least once a week for four successive weeks prior thereto, of the date on
which it proposes to file the consent to dissolution, and shall at the time
file a petition, verified by the affidavit of its president or one of its vice-
presidents, alleging its reasons for desiring to dissolve. Thereupon the
Commission shall take and preserve evidence and therefrom ascertain
and determine whether or not the corporation should be dissolved, and
may issue or refuse to issue a certificate of dissolution accordingly, and
from this decision and action of the Commission, either the corporation,
the Commonwealth, or any person who has intervened and has been
made a party to the proceeding, may appeal to the Supreme Court of
Appeals pursuant to the general law governing appeals from the Com-
mission.

(d) In the case of a corporation having no capital stock, the direc-
tors, managers, trustees or other governing board, shall take the action
herein required of the board of directors, and the members of the cor-
poration the action herein required of the stockholders.

Section 3810-a. Continuation of corporate existence for purpose of
winding up its affairs——All corporations, whether they expire by their
own limitations or are otherwise dissolved or their corporate existence
is otherwise terminated, shall, nevertheless, be continued for such length
of time, not exceeding three years from their dissolution, expiration or
termination, as is necessary for the purpose of prosecuting and defending
suits by or against them, and enabling them gradually to settle and close
their business, to dispose of and convey their property, and to divide their
capital, but not for the purpose of continuing the business for which any
such corporation was established. If the affairs of any such corporation
be not wound up by its directors within three years from the date of dis-
solution, expiration or other termination; they shall be wound up in the
manner provided by section thirty-eight hundred thirteen.

Section 3810-b. Dissolution by order of court.—Whenever the prin-
cipal purpose for which any corporation was formed has failed, or the
management of the corporation has been abandoned by its officers and
directors, or when operations under the charter have been suspended or
abandoned for a period of three years, or the corporation has become
insolvent, the circuit court of the county, or any court of the city having
chancery jurisdiction, wherein the principal office of the corporation is
located, sitting in chancery, may wind up and dissolve the corporation,
and, after requiring payment of all taxes, fees and penalties due by it,
make such disposition of its assets as is just and equitable, in a sut
brought by a stockholder or stockholders holding at least one-fourth of
the capital stock of the corporation. . Within thirty days from the dis-
solution, the clerk of the court entering the decree of dissolution shall cer-
tify that fact, together with the style of the case and the date of the de-
cree, to the Commission. Any failure of the clerk so to do shall sub-
ject him to a fine of not less than ten dollars nor more than one hundred
dollars to be imposed by the Commission.

Section 3811. How new charter obtained ; rights of creditors.— (a)
At any time within three years from the dissolution, expiration or revo-
cation by operation of law of any such corporation, whether heretofore
or hereafter dissolved, expired or revoked (unless the assets of the cor-
poration, including its good will and the right to the use of its corporate
name, have been sold by its board of directors or in any other manner
disposed of, in which event the purchaser or purchasers shall have the
right to organize a corporation for continuing the operation and man-
agement of same in the same manner and to the same effect as provided
by section thirty-eight hundred seventeen of the Code of Virginia), it
may apply for and obtain a new charter 1n the manner following:

The board of directors, or stockholders holding not less than one-
tenth of the stock, or, if the affairs of the corporation are in the hands
of a court of competent jurisdiction, the trustees or receivers appointed
by the court, shall call a meeting of the stockholders, the meeting to be
held upon notice by publication at least six times a week for two suc-
cessive weeks prior to the meeting in some newspaper published in the
place where the principal office of the corporation is located, or having
a general circulation therein, or upon notice in writing to each of the
stockholders, to be served on him personally or by mailing the same
to him at his last known postoffice address at least ten days prior to the
meeting, which notice shall state the time and place of the meeting, and
its object. If at the meeting, or any adjournment thereof, a majority
in interest of all the stockholders, in person or by proxy, vote in favor
of obtaining the new charter, a certificate must be executed and ac-
knowledged by persons chosen for that purpose by the stockholders in
the meeting in the same manner and form and setting forth the same
facts as the certificate required and authorized by law to be executed
and filed to obtain a charter for a similar corporation. The name and
powers of the corporation set out in the certificate must be the same as
the name and powers of the predecessor corporation. The amount of
capital stock must be the same as that of the predecessor corporation.
The certificate must further set forth the fact that application is made
for the charter for the purpose of continuing the corporate existence and
powers of the predecessor corporation, and in pursuance of a vote of two-
thirds in interest of all stockholders, in person or by proxy, at a meeting
duly called to consider the application for a new charter.
(b) When properly signed and acknowledged, the certificate, to-
gether with certified or cashier’s checks, bank drafts, postal notes, or
money orders, for the fee, if any, required by law to be paid to the State
upon the charter, for costs, and for recordation in the office of the Com-
mission and in the proper clerk’s office, respectively, payable as in the
case of obtaining an original charter, may be presented to the Commis-
sion, which shall ascertain whether the applicants have, by complying
with the requirements of the law, entitled themselves to the charter ap-
plied for, and shall issue or refuse the same accordingly, but it shall
not issue the charter unless the applicants produce before the Commis-
sion receipts showing the payment of the registration fee and franchise
tax and any other dues to the State for all the years since the granting
of a charter in the first instance.

(c) If the charter be issued, the certificate, with the order thereon
of the Commission, shall forthwith be admitted to record in the office of
the Commission and otherwise proceeded with as required by law as
to any original charter or an amendment, in like case. When the writ-
ing with the order of the Commission thereon, has been so admitted to
record in the office of the Commission, the corporate existence and
powers of the corporation shall be at once revived and continued, and
shall thereafter be held by it in all respects in accordance with the terms
of the new charter issued by the Commission in pursuance of the cer-
tificate and the general laws governing the corporation.

(d) No organization or other meeting of the stockholders shall be
necessary, and the persons named as directors shall continue as such
until changed in the manner prescribed by the by-laws, which, as well
as the common seal, shall be and remain, until properly changed, those
possessed by the predecessor corporation, and all acts of the stockholders,
directors, officers and agents of the corporation subsequent to the disso-
lution, expiration, or other termination shall be as valid and effective
for all purposes and as to all persons, and as binding upon the corpo-
ration as if its corporate existence had never been suspended for any
purpose, whether the acts were done or performed before or after the
new charter was procured, and the new corporation shall succeed to all
the rights, assets, and liabilities of the predecessor corporation. In mak-
ing reports to the Commission, and in all matters between the corpora-
tion and the State, the new charter obtained in accordance with the pro-
visions hereof shall be deemed to be the charter of the corporation and
the date of filing and recording the application for the new charter shall
be construed to be the date of filing and recording the charter of the
corporation. .

(e) Nothing in this section is to be construed to impair in any way
the rights of creditors of the corporation applying for renewal of its char-
ter, nor to abate any proceedings instituted by its creditors, except that,
after the granting of the new charter, the period prior thereto during
which the operations of the corporation were suspended shall not be
ground for any new proceedings to attack the corporate existence of the
corporation.
Section 3822. Manner of Consolidation or Merger; Recordation ;
When Effective; Issue of Stock and Bonds; When Merger Complete.—
(a) Such consolidation or merger shall be made in the following manner
and under the conditions, provisions, restrictions, and with the powers
following, that is to say: (1) The board of directors of the several cor-
porations proposing to merge or consolidate may enter into a joint agree-
ment under the corporate seals of their respective corporations for their
merger or consolidation prescribing the terms and conditions thereot,
the mode of carrying same into effect, the name of the new corporation
(if it be proposed to form a new one), or of the merged or consolidated
corporation, as the case may be; the number, names, and places of resi-
dence of the directors and principal officers of the new or consolidated
corporation (who shall hold their offices until their successors be chosen
or appointed either according to law or according to the by-laws of the
corporation) ; the aggregate principal amount and the rate of interest of
the bonds, if any, and the number of shares of the capital stock, with
the par value of each share proposed to be issued in connection with
the merger or consolidation by the new or consolidated corporation, and
if the capital stock is to be divided into classes, the classes thereof, with
the terms on which issued ; the manner of converting the capital stock of
each of the merging or consolidating corporations into the stock or obli-
gations of the new or consolidated corporation, and in case of the crea-
tion of a new corporation how and when the directors and principal of-
ficers to succeed those named in the agreement are to be chosen or ap-
pointed ; together with all such other provisions and details as to the board
of directors entering into the agreement seem necessary or convenient
to perfect the proposed merger or consolidation ; (2) The agreement shall
be submitted to the stockholders of each of the merging or consolidating
corporations separately, at a meeting called for the purpose of taking
same into consideration ; of the time, place, and general object, of which
meeting due notice shall be given by publication at least six times a week,
for two successive weeks, in a newspaper published in the place where
the principal office in this State of the corporation is located, or having
a general circulation therein, and by mailing a copy of the notice at least
ten days prior to the meeting to the last known postoffice address of
each of the stockholders of record; and at the meeting such agreement
shall be considered, and a vote by ballot, in person or by proxy, shall be
taken for the adoption or rejection thereof, each share entitling the
holder thereof to one vote; and if a majority of all the votes cast at
each of such meetings be in favor of the agreement, consolidation, and
merger, that fact shall be certified by the president or one of the vice-
presidents of the corporation under the corporate seal, attested by the
secretary, and the certificates, duly acknowledged by those signing the
several certificates and attesting the several seals, before an officer au-
thorized by the laws of this State to take acknowledgments of deeds, to-
gether with a copy of the agreement, shall be presented to the State Cor-
poration Commission which shall ascertain and declare whether the ap-
plicants have, by complying with the requirements of the law, entitled
themselves to the merger or consolidation applied for, and shall issue or
refuse a certificate thereof accordingly.

(b) If it be issued the agreement and certificate, with the order
thereon of the Commission, shall be forthwith admitted to record in the
office of the Commission, certified to the clerk of the proper court, for-
warded for recordation in his office and returned for lodgment and
preservation in the office of the Commission, as in the case of original
certificates of incorporation, or in the case of articles of association re-
corded only in the office of the Commission.

(c) When such certificate has been so admitted to record in the
office of the Commission, the merger or consolidation shall be complete
and the merged or consolidated corporation may proceed to carry out
the details of the merger and consolidation according to the terms of the
agreement and to transact and carry on the business for which it was
formed; but no stock or bonds shall be issued by the merged or consoli-
dated corporation until the provisions of section one hundred sixty-seven
of the Constitution, so far as applicable thereto, have been complied
with.

Section 3822-a. Remedy of Dissatisfied Stockholders——(a) If any
stockholder of either of the corporations so consolidated or merged who
has not given assent thereto and who is dissatisfied therewith, signifies
his dissent by notice in writing served on the president, secretary or treas-
urer, either within or without this State, of the consolidated or merged
corporation, or on the statutory agent thereof, if such agent has been ap-
pointed, at any time within three months after the date of the meeting
of his corporation to act on the consolidation or merger agreement, he
shall be entitled to receive from the consolidated or merged corporation
the fair cash value of his stock as of the day before the vote for the agree-
ment of consolidation or merger of his corporation was so cast as afore-
said, which fair cash value if not agreed on between the dissenting stock-
holder and the consolidated or merged corporation shall be determined
in the manner hereinafter provided; and 1f any stockholder who has not
given assent thereto fails to signify his dissent by notice in writing served
upon the consolidated or merged corporation in the manner hereinafter
directed within three months after the date of the meeting of his cor-
poration, he shall be forever precluded from objecting to the consolida-
tion or merger and shall be deemed to have elected thereby to participate
in the agreement or plan of consolidation or merger on the basis therein
provided for stockholders of his class, and such stockholder shall not
thereafter be entitled to demand or receive the fair cash value of his stock
in his corporation, but his rights shall thereafter be confined to participa-
tion in the agreement or plan of consolidation or merger, and to the stock
of the consolidated or merged corporation to which he is entitled, and all
of his rights under the stock of his consolidating or merging corporation
shall thereupon cease and determine.

(b) If such dissenting stockholder and the merged or consolidated
corporation do not, within one month from the date of the service of
the notice by him upon the merged or consolidated corporation, agree
upon the fair cash value of his stock as of the day before the vote for
the agreement of consolidation or merger was cast, he may, upon reason-
able notice to the consolidated or merged corporation given in the manner
in which the notice of his dissent is hereinbefore directed to be given,
apply to the circuit court of the county or the circuit or corporation
court of the city wherein the principal office of the corporation of the
dissenting stockholder is located, or’to the judge thereof in vacation,
or to the chancery court of the city of Richmond, or to the judge in vaca-
tion, in the event the principal office of his corporation is located in the
city ‘of Richmond, to have the fair cash value of his stock, as of the date
aforesaid, appraised by three disinterested persons, residents of this
State, appointed by the court; or the consolidated or merged corpora-
tion may likewise, upon reasonable notice to such dissenting stock-
holder, either served upon him personally or sent to him by registered
mail at his last known postoffice address, as same appears on the books
of the corporation, apply to such court or the judge in vacation to have
the fair cash value of the stock of the dissenting stockholder, as of the
date aforesaid, appraised by three disinterested persons, residents of this
State, appointed by the court; and it shall be the duty of the court, or
judge in vacation, to appoint the appraisers on reasonable notice, on the
application of either party; provided that if notice of the consolidated
or merged corporation to apply to the court for the appointment of
appraisers is not served upon such stockholder within this State, and if
such stockholder does not appear before the court on the day fixed in
the notice the petition or application of the consolidated or merged cor-
poration for the appointment of appraisers to appraise and determine
the fair cash value of the stock shall be continued to such time as the
court designates, and an order of publication shall be entered against
him requiring him to appear before the court or the judge in vacation
at such time and place as designated in the order, which order shall be
published once a week for two successive weeks in a newspaper pub-
lished or having a general circulation in the county or city in which
the proceeding is pending; and upon the day fixed in the order, or at
any subsequent time to which the matter is continued, whether the stock-
holder has appeared or not, the court shall appoint three disinterested
persons, residents of this State, to appear and determine the fair cash
value of the stock.

(c) The appraisers so appointed shall investigate the condition
of the corporation of the dissenting stockholder, and report to the court
or to the judge in vacation as promptly as possible the fair cash value
of the stock of the dissenting stockholder as of the day before the vote
for the agreement of consolidation or merger of his corporation waS so
cast as aforesaid, and the appraisers shall have the right to administer
oaths and to take such evidence as is necessary in determining the value
of the stock, and may conduct their proceedings either within or without
the State of Virginia; provided that the appraisers shall give notice
of the time and place of their first meeting to the dissenting stockholder
and to the consolidated or merged corporation at their last known post-
office address, by registered mail at least ten days before the date of the
meeting, and thereafter no notice of adjournment, if any, either from
time to time, or from place to place, to either party shall be necessary. The
court in which such proceedings are pending, or the judge in vacation,
may order production before the appraisers at such time and place as
specified of all such books and accounts and other records of the cor-
poration of the dissatisfied stockholder, or of the consodidated or merged
corporation, as necessary or desirable in determining the value. The
finding of a majority of the appraisers shall stand as the action of the
appraisers. The appraisers shall make their report to the court or to
the judge in vacation, in writing, and shall return with their report such
evidence as they have taken during their investigation.

(d) If such stockholder, or the consolidated or merged corporation,
be dissatisfied with the fair cash value as determined by the appraisers,
he or it, as the case may he, may, within thirty days from the date
the report of tHe appraisers is filed in court, or with the judge in vaca-
tion, and upon reasonable notice to the other party given in the manner
hereinbefore provided, except that no further order of publication shall
be necessary as to such dissenting stockholder, apply to the court or tne
judge in vacation to set aside the finding of the appraisers: and the
court or judge if of the opinion that the valuation is just shall deny
the application and, after thirty days from the date the report of the ap-
praisers was filed, shall confirm same and the amount thereof, but if
the court or judge be of opinion that the valuation is not just, the report
and the amount thereof shall be set aside, and when set aside the court
or judge shall proceed to ascertain the fair cash value of the stock of such
stockholder, as of the day aforesaid, and shall enter judgment against the
consolidated or merged corporation accordingly, which judgment may
be collected as other judgments of a court of competent jurisdiction are
collectible, and its finding and judgment shall be final and conclusive
upon all parties to the proceedings; and if no such application is made
within thirty days after the report is filed, the court or judge shall im-
mediately confirm the report, and the amount thereof shall be final and
conclusive upon all parties to the proceeding. In any case in which the
report of the appraisers is confirmed as hereinbefore directed the amount
thereof shall immediately become and be a final judgment of the court
against the consolidated or merged corporation and may be collected as
other judgments of a court of competent jurisdiction are by law col-
lectible.

(e) Upon payment or tender of payment by the consolidated or
merged corporation of the value of the stock so ascertained, the dissent-
ing stockholder shall deliver up his certificate of stock to the consolli-
dated or merged corporation, if any has been issued, and if none has
been issued shall make a due assignment to the consolidated or merged
corporation of all his rights in respect thereto and shall mark the judg-
ment satisfied, and the consolidated or merged corporation may there-
after issue and dispose of the stock to which the dissenting stockholder
would have been entitled under the agreement of consolidation or merger
had he not dissented therefrom; and if the dissenting stockholder refuses
to receive the value so ascertained when payment is tendered to him
or refuses or fails to surrender and deliver up his certificate of stock
upon the tender of payment, or refuses or fails to mark the judgment
satisfied, the consolidated or merged corporation shall have the right
to deposit to the credit of the court in which the proceeding is pending
the value of the stock so ascertained and determined, and the court
or judge shall enter an order reciting the deposit and declaring the
judgment satisfied and discharging the consolidated or merged cor-
poration from any or all further liability thereunder, and shall direct the
clerk of the court to mark the judgment satisfied. Thereafter the rights
of the stockholder under his stock in the consolidating or merging cor-
poration shall cease and determine and his sole right shall be to receive
the cash so deposited upon surrender to the consolidated or merged cor-
poration of the certificate or certificates representing same if any were
issued to him, and the consolidated or merged corporation may issue
and dispose of the stock to which the dissenting stotkholder would
have been entitled under the agreement of consolidation or merger had
he not dissented therefrom.

(f) The court or judge may in the same proceeding, upon applica-
tion of the consolidated or merged corporation, enjoin the sale, negotia-
tion or other disposition of the stock certificate or certificates held by the
stockholder and may compel their surrender by him with appropriate
endorsement to the consolidated or merged corporation.

(g) The appraisers appointed pursuant to this section shall receive
such compensation as is allowed to them by the court in the order mak-
ing the appointments and their reasonable expenses incurred in connec-
tion with their investigation, to be paid by the consolidated or merged
corporation.

(h) In all cases when statutes of this State now in force and effect
authorize the union or consolidation and merger of the stock, property
and franchises of any corporation of this or any other State with and
into the stock, property and franchises of any other corporation or cor-
porations of this or any other State, and provide that such union or
consolidation and merger shall be taken and deemed complete so soon
as the agreement thereof is filed in the office of the board of public
works, such agreement shall be filed in the office of the Commission, and
when so filed shall have the same force and effect as if same had been
filed in the office of the board of public works.

Section 3830. Copy of Certificate of Incorporation, Alteration or
Other Proceedings as Evidence——A copy of any certificate of incor-
poration or of any alteration, amendment or extension thereof or of
any endorsement or order thereon or in respect of the merger or con-
solidation of any corporation or of any other paper relating to corpora-
tions on file or of record in the clerk’s office of the State Corporation
Commission, whether the papers herein enumerated be originals or copies,
when duly certified by the clerk of the Commission, under the seal of
the Commission, shall be evidence in any court in this State of the state-
ments therein made and of the due incorporation of the corporation or
of the alteration, amendment or extension of the charter or of the merger
and consolidation of the corporations which are parties to such merger
and consolidation as the case may be.
CH. 367] ACTS OF ASSEMBLY 533

Section 3836. Fees of Clerks of Courts and of the Clerk of the
Commission.—The clerks of the courts of this Commonwealth and the
clerk of the Commission shall each be entitled to receive from the per-
sons constituting any such corporation, at the time of performing the
service for filing the papers and for all entries or records made in rela-
tion thereto, or copies thereof, double the fees provided by law for similar
services in regard to deeds in any of the courts of this Commonwealth.

Section 3851. How Certificates Executed and Acknowledged; Fees ;
Duties of Commission, of Its Clerk, and of Clerks of Courts; Recorda-
tion; Certificate to be Endorsed and Preserved; Penalty Upon Clerk of
Court for Failure to Record Promptly; Vesting of Corporate Powers.—
(a) Such certificate shall be (1) signed by at least three persons and
(2) acknowledged by them before an officer authorized by the laws of
this State to take acknowledgments of deeds. When so signed and ac-
knowledged the certificate, together with separate certified or cashier’s
checks, bank drafts, postal notes, or money orders (1) one payable
to the State Corporation Commission for the payment of any fee or tax
required by law to be paid to the State upon the charter, the fee for re-
cording the charter in its office, and the costs therein, as provided by
law, and (2) one payable to the clerk of the proper court for the proper
fee for recording the charter therein, shall be presented to the Commis-
sion, which shall (1) ascertain and declare whether the applicants have
by complying with the requirements of law entitled themselves to the
charter, and (2) issue or refuse the same accordingly, and (3) if issued.
also admit same to record in its office.

(b) When so issued and admitted to record the certificate, with all
endorsements and the order of the Commission thereon, shall be cer-
tified by the Commission as required by law to the clerk of the circuit
court of the county or of the corporation court of the city, wherein the
principal office of the corporation is to be located, or to the clerk of the
chancery court of the city of Richmond when the principal office is to be
located therein, and the clerk of the Commission shall spread same upon
the record books in the office of the Commission, endorse the fact of
recordation thereon and forward it together with the recordation fee, by
registered mail or personal messenger, to such clerk of the proper court
who shall record it in a book to be provided and kept for the purpose
in his office.

(c) When so recorded that fact shall be endorsed thereon, and the
original certificate, with all endorsements, shall be returned by the clerk
of such court by registered mail or personal messenger to the Commis-
sion and lodged and preserved in the office of its clerk. Any failure
on the part of the clerk of such court to comply with the provisions of
this section within a reasonable time, not more than sixty (60) days
from the date of receipt of the charter for recordation, shall subject him
to a fine of not less than ten dollars nor more than one hundred dol-
lars, to be imposed by the Commission.

(d) As soon as the charter has been issued and admitted to record
in the office of the Commission, the persons who signed and acknowl-
edged the certificate and such other persons as become associated with
them according to the provisions of law, or of their charter, and theit
successors, shall be a body politic and corporate, by the name set forth
in the certificate, with the powers and upon the terms set forth therein
so far as'not in conflict with law; and an addition shall have all the
general powers and be subject to all general restrictions and liabilities
conferred and imposed by this chapter and by the general laws of this
State applicable thereto.

Section 3857. How Articles of Association Executed and Acknowl-
edged; Duties of the Commission and of the Clerk Thereof as to Issu-
ance or Refusal, and as to Recordation, of Charter; Vesting of Cor-
porate Powers.—(a) The articles of association shall be (1) signed in
person by not less than seven incorporators, and (2) acknowledged bv
each person so signing before an officer authorized by the laws of this
State to take acknowledgments of deeds, and the articles, together with
the payment of the fee, if any, required by law to be paid to the State
upon the charter, costs, and fee for recordation in the office of the State
Corporation Commission, payable in the same manner as provided in the
case of section thirty-eight hundred and fifty-one of the Code as toa pri-
vate business corporation, may be presented to the Commission which
shall ascertain and declare whether the applicants have, by complying
with the requirements of law, entitled themselves to a charter, and shail
issue or refuse same accordingly. .

(b) When the charter is so issued the articles of association, with
all endorsements and the order of the Commission thereon, shall be
forthwith admitted to record in the office of the Commission and there-
upon the clerk of the Commission shall spread same upon the charter
records of his office and the fact of recordation endorsed thereon, and
the original shall be lodged and preserved in such office.

As soon as the articles of association are so issued and admitted to
record, the persons who signed and acknowledged same, and such other
persons as become associated with them according to the provisions of
law, or of their charter, and their successors, shall be a body politic and
corporate, by the name set forth in the articles of association, with the
powers and upon the terms set forth therein, so far as not to conflict with
this chapter; and in addition shall have all the general powers and be
subject to all the general restrictions conferred and imposed on corpora-
tions by chapter one hundred forty-seven, and the laws of this State
relating to corporations so far as applicable thereto, and shall also have
the powers enumerated in the following section.

Section 3857-a. Powers Conferred by Law.—In addition to general
powers and subject to general restrictions, every corporation mentioned
in the two preceding sections shall have, as a matter of law, the following
powers:

(1) To cause to be made such examinations and surveys for its
proposed railroad as are necessary to the selection of the most advan-
tageous route or routes, or for the improvement or straightening of its
line or change of location, for constructing or providing additional tracks
or facilities or for any other work or thing mentioned in subsection (6)
of this section; and for such purposes, by its officers and servants, to
enter upon the lands or waters of any person, but subject to responsibility
for all damages that may be done thereto.

(2) To take and hold such voluntary grants of real estate and other
property as are made to it, to aid in the construction, maintenance and
accommodation of its railroad, its terminals and appurtenances.

(3) To purchase, lease or otherwise acquire, hold and use all such
real estate or other property as necessary for the construction and main-
tenance of its railroads, its terminals, depots, stations and other ac-
commodations necessary to accomplish the objects of its incorporation.

(4) To lay out its road as in its articles of association or in this
chapter provided, and to construct, maintain and operate same, and to
purchase, lease or otherwise acquire or construct, maintain and operate
all necessary or convenient telegraph and telephone lines in connection
with and as a part of its business as far as practicable on the right of way
of its road so far as the right of way is in this State.

(5) To consolidate with or merge into itself, purchase or lease the
works, property and franchises, or any part thereof, of any railroad com-
pany incorporated under the laws of this State or another state, or of this
State and another, or other states, or under the laws of the United States,
or any works, property and franchises or any part thereof suitable for
railroad purposes from the owners thereof, and to sell or lease its works,
property and franchises, or any part thereof, to any other such corpora-
tion chartered or organized under the laws of this State, or of any other
state, and any railroad company incorporated under the laws of this
State or another state or of this State and another, or other states, or
under the laws of the United States, is authorized and empowered to con-
solidate with or merge into itself, and to sell or lease its works, property
and franchises, or any part thereof, to any other such corporation
chartered or organized under the laws of this State, or of any other state,
and any owner or owners of any works, property or franchises suitable for
railroad purposes are authorized and empowered to sell or lease such
works, property, franchises, or any part thereof, to any railroad corpora-
tion organized under the laws of this State, or of any other state, but
nothing in this chapter shall authorize or be construed to permit the pur-
chase, lease, sale, consolidation or merger of the works, property or fran-
chises of railroads competitive between points both of which are within
this State, or lines between the same terminal points both of which are
within this State, whether the lines be operated by same or different
motive power, except that this proviso shall not prevent the sale or lease
by any railroad company incorporated under the laws of this State or an-
other state, or of this State and another, or other states, or under the laws
of the United States, or any owner or owners of any works, property or
franchises suitable for railroad purposes, of all its or their uncompleted
works and property and franchises relating thereto, or any part thereof,
to any railroad corporation chartered or organized under the laws of
this State, no part of whose road in this State is in operation; but, on the
contrary, any railroad company incorporated under the laws of this State
or another state, or of this State and another, or other states, or under
the laws of the United States, or any owner or owners of any uncom-
pleted works, property or franchises suitable for railroad purposes, may,
with the consent of the State Corporation Commission first obtained, sell
or lease such uncompleted works and property and the franchises relat-
ing thereto, or any part thereof, to any other railroad corporation
chartered or organized under the laws of this State no part of whose
road in this State 1s in operation, and the latter corporation may purchase
or take a lease of such uncompleted works and property and franchises
relating thereto or any part thereof, anything in such proviso to the
contrary notwithstanding. But the consent as aforesaid of the Com-
mission shall not be given if in its judgment the purpose of the proposed
sale or lease is, or the effect thereof will be, to prevent competition be-
tween the corporations, parties to such sale or lease, which would exist,
or might have existed, or arisen between such corporations except for
the sale or lease; but no transportation company in which the State
owns stock, bonds, or other dividend obligations shall be merged under
the provisions of this chapter until and except the State consents thereto
by legislative enactment and the Commission has determined and entered
upon its records that the terms of the contract of merger are fair and
just to the State and the interests of the State are properly provided for
and protected therein. Nothing in this chapter shall be construed to
limit or invalidate any of the provisions of any charter now in force
which has been heretofore granted to any railroad corporation by an
Act of the General Assembly of this State. Should any railroad corpora-
tion heretofore chartered by an Act of the General Assembly be merged
or consolidated into or be acquired by a foreign corporation in such way
that the corporation of this State thereby loses its identity as a corpora-
tion of this State, then the foreign corporation so consolidating, merging
or acquiring such railroad shall, as a condition precedent to the validity
of any such merger, consolidation or acquisition, file with the Commission
an instrument in writing, attested by the seal of the foreign corporation,
and the signatures of its president and secretary, acknowledging itself
to be a domestic corporation of this State as to its works, property and
franchises within the territorial limits of this State and subject to its laws
and the jurisdiction of its courts.

(6) In the event the corporation cannot, because of the incapacity
of the owner, or inability to agree upon the price or terms, or because the
owner cannot, with reasonable diligence, be found in this State, or is un-
known, agree on terms of purchase with those entitled to any land, sand,
earth, gravel, water or other material necessary to be taken and used in
the construction, maintenance, operation or improvement of such rail-
road, or in the straightening of its line or change of its location, or in
constructing or providing depots, stations, shops, yards, terminals or
additional tracks or facilities, or for other necessary railroad purposes, it
may proceed for the condemnation thereof in the manner and under the
restrictions prescribed by the general statute of this State relative to the
condemnation of lands; but such corporation shall not take by condemna-
tion proceedings a strip of land for its right of way wider than one
hundred feet, except at places where more land is required for slopes,
ditches, cuts, tunnels, embankments, or for the improvement or straight-
ening of its line, or change of location, or for drainage, or for depositing
waste material. ,

(7) <Any railroad corporation heretofore or hereafter created under
the provisions of this chapter whose works are operated by electric power
shall, in addition to the powers provided for under this chapter, have
power to do the business of a general electric lighting and power com-
pany, with all the rights, powers and privileges of such companies as fully
and effectively as if such corporation were created under the provisions
of chapter one hundred and fifty.

(8) To exercise all other powers hereby granted and all the powers
conferred upon railroad corporations by the existing laws of this State so
far as not in conflict herewith, and by all acts hereafter passed amendatory
thereof or supplemental thereto, and subject to all the restrictions im-
posed by law on such corporations.

(9) Any railroad, electric railway or steamboat corporation operat-
ing a railroad, electric railway or steamboat line in this State may ac-
quire, own and operate motor vehicles for the purpose of transporting
persons or property over the public highways as a common carrier by
motor vehicle as that term is defined by an act to define motor vehicle
carriers which was approved March ninth, nineteen hundred thirty-six,
subject to the laws of Virginia governing the operations and regulation
of common carriers by motor vehicle, now in force or hereafter enacted,
and all lawful regulations of the Commission made pursuant thereto and
applying to other motor vehicles or other common carriers by motor
vehicle, including the laws requiring the payment of registration and
license fees and other taxes by common carriers by motor vehicle, when
lawfully authorized so to do by that department of the government of
Virginia having power to authorize the operations of other common car-
riers by motor vehicle, in accordance with the provisions of such laws and
regulations, but so long as the gross transportation receipts from opera-
tions as a common carrier by motor vehicle are subject to road tax, such
gross transportation receipts shall not be included in the gross transporta-
tion receipts of any such railroad or steamboat corporation upon which
its annual State franchise tax is calculated, and may also acquire, own
and operate equipment for, and engage in aerial transportation, subject
to the provisions of any law regulating aerial transportation.

Section 3859. Alteration, Extension and Amendment of Certain
Charters——(a) The charter of any railroad corporation existing on May
twenty-first, nineteen hundred three, or thereafter organized under any
charter heretofore granted by the General Assembly, may be altered or
amended as hereinafter provided so as to obtain as a part of its charter
any privileges, power or authority, not inconsistent with this chapter or
with the general incorporation laws of this State, which might be obtained
and enjoyed by any railroad corporation organized hereunder, and the
charter of any such corporation may also be extended as hereinafter set
forth; provided that any such corporation which hereafter accepts or
effects any amendment or extension of its charter hereunder shall be con-
clusively presumed to have thereby surrendered every exemption from
taxation and every non-repealable feature of its charter and of the amend-
ments thereof, and also all exclusive rights or privileges theretofore
granted to it by the General Assembly and not enjoyed by other corpora-
tions of a similar general character, and to have thereby agreed to there-
after hold its charter and franchises and all amendments thereof under
the provisions and subject to all the requirements, terms and conditions of
the Constitution of Virginia and of any laws passed in pursuance thereof,
so far as same are applicable to such corporations. Such alterations,
amendments or extensions, when authorized by a two-thirds vote of the
stock present or represented and voting at a meeting, which two-thirds
shall amount to at least a majority in interest of the capital stock of the
corporation, may be applied for by a writing signed in the name of the
corporation by its president or by one of its vice-presidents, under its
corporate seal, attested by its secretary, and acknowledged by the officers
signing same before any person authorized by the laws of this State to
take acknowledgments of deeds, and when so signed and acknowledged
the writing together with the payment of any fee to the State that is im-
posed thereon by law, costs, and recordation fee, payable as in case of
application for an original charter, may be presented to the State Corpora-
tion Commission which shall ascertain whether the applicants have, by
complying with the requirements of the law, entitled themselves to the
amendment or extension applied for, and shall issue or refuse same ac-
cordingly.

(b) If the same be issued, the application, with the order thereon
of the Commission, shall forthwith bé admitted to record in the office
of the Commission, as is required with reference to original articles of
association under this chapter, and to be in like manner, after being spread
on the charter records, and the fact of recordation endorsed thereon,
lodged and preserved in the office of the clerk of the Commission.

(c) When such writing, with the endorsements and the order of
the Commission thereon, is so issued and admitted to record in the office
of the Commission, such amendment or extension shall, to all intents
and purposes immediately become a part of the corporation’s charter
and be effective from and after that time, unless a different time be fixed
in the amendment or extension for the commencement thereof, in which
latter event the amendment or extension shall begin at the time so fixed.
A copy of the application and order, duly certified by the clerk of the
Commission, under the seal of the Commission, shall be evidence in any
court of this State of the facts therein stated, and of the amendment or
extension of the charter.

Section 3866. How Articles of Association to be Executed and
Acknowledged; Fee; Duties of the Commission; Recordation; Vesting
of Corporate Powers.—(a) The articles of association shall be signed
in person by not less than five incorporators, and shall be acknowledged
by the persons so signing before an officer authorized by the laws of this
State to take acknowledgments of deeds, and together with the pay-
ment of the fee, if any, required by law to be paid to the State upon
the charter, costs, and recordation fee may be presented to the State
Corporation Commission which shall ascertain and declare whether the
applicants have by complying with the requirements of the law entitled
themselves to the charter and shall issue or refuse the same accordingly.

(b) When the charter has been so issued the articles of associa-
tion, with all endorsements and the order of the Commission thereon
shall be admitted to record in the office of the Commission, and thereupon
spread by the clerk of the Commission on the charter records of his
office, and the original with the endorsement thereon of the fact of its
recordation shall be lodged and preserved in the office of the Commission.

(c) As soon as the articles of association are so issued and admitted
to record in its office by the Commission the persons who signed and
acknowledged same and such other persons as become associated with
them according to the provisions of law or of their charter, and their
successors, shall be a body politic and corporate by the name set forth in
the articles of association, with the powers and upon the terms set forth
therein so far as not in conflict with this chapter; and in addition shall
have all the general powers and be subject to all the general restrictions
conferred and imposed on corporations by chapter one hundred forty-
seven of the Code, and by the laws of this State relating to corporations,
so far as applicable thereto, and shall also have the powers enumerated
in the following section.

Section 3866-a. Powers Conferred by Law.—In addition to the
general powers and subject to general restrictions every corporation
mentioned in the two preceding sections shall have as a matter of law
the power: (1) To cause to be made such examinations and surveys
for its proposed line or location of its works as are necessary to the
selection of the most advantageous locations, route or routes, or for the
improvement or straightening of its line or works, or change of location
or construction, or providing additional facilities, and for such purposes,
by its officers and servants, to enter upon the lands or waters of any
person, but subject to responsibility for all damages that are done thereto ;
(2) To take and hold such voluntary grants of real estate, and other
property, as are made to it to aid in the construction, maintenance and ac-
commodation of its works, terminals and appurtenances; (3) To pur-
chase, lease or otherwise acquire, hold and use all such real estate or
other property as is necessary for the construction and maintenance of its
line or works, its terminals and other accommodations necessary to ac-
complish the objects of its incorporation; (4) To lay out its line or
works as in its articles of association and in this chapter provided, and to
construct same; (5) To consolidate or merge its works, property and
franchises with that of any other corporation incorporated for like pur-
poses, in or out of this State, or in this State and another state, as pro-
vided in chapter one hundred and forty-seven of the Code; and to pur-
chase or lease the works, property and franchises, or any part thereof, of
any other such corporation, and to sell or lease its property, works and
franchises, or any part thereof, to any other such corporation chartered
and organized under the laws of this State; (6) In the event the corpora-
tion cannot, because of the incapacity of the owner, or inability to agree
upon the price or terms, or because the owner cannot with reasonable dili-
gence be found, or is unknown, agree on the terms of purchase with those
entitled to any land or interest or estate therein, sand, earth, gravel,
water or other material necessary to be taken and used in the construction,
maintenance, operation, improvement or straightening of the line or
works, or change of location of the line or works of any such corpora-
tion, or in constructing or providing additional facilities, or for other
necessary purposes, may proceed for the condemnation thereof, in the
manner and subject to the limitations provided by the general statutes
of this State relative to the condemnation of lands; but no such canal or
turnpike corporation shall take, by condemnation proceedings, a strip of
land for its right of way wider than one hundred feet, except at places
where more land is required for slopes, cuts, tunnels, embankments,
terminals, or for the improvement or straightening of its line, or for other
necessary purposes, or change of location; and no corporation chartered
under this chapter shall take by condemnation proceedings any more land
or other property than is required for its line or works, or the improve-
ment, or straightening of its line, or change of location as aforesaid, or
for other necessary purposes; (7) To exercise all other powers hereby
granted, and all the powers conferred upon corporations of a like
character by the existing laws of this State, so far as not in conflict with
this chapter, and by all acts hereafter passed amendatory thereof or sup-
plemental thereto.

Section 3868. Amendments, Alterations, Et Cetera, of Charter;
Privileges and Immunities Forfeited Thereby; When Amendment Ef-
fective; Certified Copy to Be Evidence.—(a) The charter of any
corporation of the character in this chapter referred to, existing on May
twenty-first, nineteen hundred three, or thereafter organized under any
charter heretofore granted by the General Assembly or by any court of
this State, may be amended as hereinafter provided so as to obtain as a
part of its charter any privilege, power or authority not inconsistent
with this chapter, or the general incorporation laws of this State which
might be obtained and enjoyed by any like corporation organized here-
under, and the charter of any such corporation may also be extended
as hereinafter set forth; provided that any such corporation which here-
after accepts or effects any amendment or extension of its charter here-
under shall be conclusively presumed to have thereby surrendered every
exemption from taxation and every non-repealable feature of its charter
and of the amendments thereof ; and also all exclusive rights or privileges
heretofore granted to it by the General Assembly and not enjoyed by
other corporations of a similar general character, and to have thereby
agreed to thereafter hold its charter and franchise and all amendments
thereof under the provisions and subject to all the requirements, terms
and conditions of the Constitution of Virginia, and of any laws passed
in pursuance thereof, so far as the same are applicable to such corpora-
tions. Such alterations, amendments or extensions when authorized by
a vote of two-thirds of the stock present or represented and voting at a
meeting, which two-thirds shall amount to at least a majority in interest
of the capital stock of the corporation, may be applied for by a writing
signed in the name of the corporation by its president or by one of its
vice-presidents, under its corporate seal, attested by its secretary, and
acknowledged by the officers signing same before any person authorized
by the laws of this State to take acknowledgments of deeds, and when
so signed and acknowledged the writing, together with the payment of
any fee to the State that is imposed thereon by law, costs, and recordation
fee, may be presented to the State Corporation Commission which shall
ascertain whether the applicants have by complying with the requirements
of the law entitled themselves to the amendment or extension applied for,
and shall issue or refuse same accordingly.

(b) If the same be issued, the application, with the order thereon of
the Commission, shall forthwith be admitted to record in the office of the
Commission and thereupon spread by the clerk of the Commission on the
charter records of his office and the original with the endorsement thereon
of the fact of its recordation shall be lodged and preserved in the clerk’s
office of the Commission.

(c) When such writing, with the endorsements and the order of
the Commission thereon, is so issued and admitted to record by the Com-
mission, the amendment or extension shall, to all intents and purposes,
immediately become a part of the corporation’s charter and be effective
from and after that time, unless a different time be fixed in the amend-
ment or extension for the commencement thereof, in which latter event
the amendment or extension shall begin at the time so fixed. A copy of
the application and order, duly certified by the clerk of the Commission,
under the seal of the Commission, shall be evidence in any court of this
State of the facts therein stated, and of the amendment or extension of
said charter.

2. An emergency exists and this act is in force from its passage.