Chap. 91.—An ACT to amend and re-enact Section 3777 of the Code of Virginia,
as amended, relating to powers of corporations. [H B 136]

Approved March 4, 1946
Be it enacted by the General Assembly of Virginia:

1. That section thirty-seven hundred seventy-seven of the Code of
Virginia, as amended, be amended and re-enacted, as follows:
Section 3777. Powers of Corporations.—Every corporation of this
State shall have power:

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

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

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

(4) 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 1n part. The power to hold
real and personal estate shall include the power to take the same by
gift, devise, or bequest.
(5) 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 the same by
mortgage or deed of trust on all of its works, property, and franchises, or
any part thereof.

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

(7) To make ordinances, by-laws and regulations not inconsistent
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 de-
sired, 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 authority; for the management of its
estates, and the due and orderly regulation and conduct of its affairs.

(8) To subscribe to, purchase, or otherwise acquire, or to guaran-
tee 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 pow-
ers unless so authorized in their charters or certificates of incorporation,
or any amendment thereof.

(9) If authorized by express resolution duly adopted by the stock-
holders of a stock corporation, or by the members of a nonstock corpora-
tion, or in the event there are no voting members, by the directors, trus-
tees, or managers of any such corporation, or by the by-laws, or by the
charter or any amendment thereof, the board of directors of stock cor-
porations, or the board of directors, trustees or managers of non-
stock corporations, 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 corporation
other than a railroad, three or more of their number, in the case
of a railroad corporation, four or more of their number, and in the
case of a nonstock corporation not less than ten per centum (10%) of
the board of directors, trustees or managers, but in no case less than three
(3) of their number, to constitute an executive committee, who, to the
extent provided in said resolution of the stockholders of stock corpora-
tions, or of the members or directors, trustees or managers as the case
may be of nonstock corporations, or in the by-laws, or in the charter or
any amendment thereof, shall have and exercise the power of the board
of directors or the power of the directors, trustees or managers, as the
case may be, 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 require it, and by like authority and to the
extent so authorized the board of directors, or the board of directors,
trustees or managers, as the case may be, of any such kinds of corpora-
tions may, by like action, appoint such other committees, agents and
representatives as may be necessary and convenient for the conduct of
the management of the business thereof, provided that nothing herein shall
be construed in any way to impair or circumscribe the powers of such
corporations, or their stockholders, members, or directors, trustees or
managers, under the applicable common or statutory law now existing or
hereafter enacted, and provided, further, that these provisions shall apply
to such corporations now existing and hereafter created. All acts of
executive committees, authorized hereunder, performed prior to the ef-
fective date of this act, are hereby declared to be valid and effective.

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

(11) All corporations, other than public service corporations, or-
ganized under the laws of this State shall have power to enter into part-
nership agreement with other corporations having similar powers and
purposes, whether organized under the laws of this or other states, or
with any individual or individuals; but no such agreement shall be en-
tered into except the same be authorized in a stockholders’ meeting by a
resolution passed by unanimous vote of all the stockholders of each cor-
poration affected, in the notice of which said meeting the object and pur-
pose thereof has been duly stated.

(12) To exercise all other powers granted to corporations gen-
erally by the laws of this State.