CHAPTER 227

AN ACT to amend the Code of 1950 by amending and reenacting
§ 18-35 as two sections numbered § 18-85 and § 18-35.1;
§ 18-85 in its original relating to when and how an amend-
ment may be obtained to a charter, and the new § 18-85
relating to when the new § 138-85.1 relating to how an
amendment to a charter may be obtained.
[ H 449 ]
Approved Mareh 15, 1950

Be it enacted by the General Assembly of Virginia:
1. That § 13-35 be amended and reenacted in two sections
numbered § 13-35 and § 13-35.1 as follows:

§ 18-35. What amendments may be made after organiza-
tion — * At any time after organization any corporation of this
state may make any amendment:

(1) Increasing or decreasing its authorized capital stock ;

(2) Creating shares of stock of one or more classes with
or without par value and providing for the issuance of such
shares either alone or with shares of other classes of stock with
or without par value in exchange for the then outstanding
shares of stock of any class or classes on the terms and condi-
tions stated in such amendment; and the terms and conditions
may, if ninety per cent of each class of stockholders affected
thereby agree, provide for the elimination of all accrued and un-
declared dividends on any class of stock when such dividends
either have not been earned or have not been declared because
of deficit in the capital of the corporation, whether such divi-
dends have heretofore accrued or may hereafter accrue; pro-
vided that nothing herein contained shall be construed to re-
quire the exchange of stock of a class having certain preferences,
for stock of another class or classes, without substantially the
same preferences, except upon the consent of two-thirds in in-
terest of * the preferred stock, whether heretofore or here-
after issued, expressed in person or by proxy at a meeting of
such stockholders called and held as in * the following section
provided, whether * the preferred stock may or may not have
been theretofore entitled to vote *.

(3) Changing or enlarging the object or objects for which
the corporation was chartered upon the consent of two-thirds
in interest of each class of stock, whether heretofore or here-
after issued and whether having voting power or not, expressed
in person or by proxy, at a meeting of * the stockholders called
and held as in * the following section provided, except that (a)
no corporation organized under the provisions of chapters 2 or
13 of Title 56 of this Code shall have the power to change or
enlarge the object or objects for which such corporation was
chartered, and (b) no charter heretofore granted or issued under
the laws of this State, whereby none of the powers of a trans-
portation or transmission company or other public service cor-
poration were conferred upon the corporation so chartered, shall
be amended so as to add to the powers and privileges originally
acquired by the corporation any of the powers, rights and privi-
leges of a transportation or transmission or of any other public
service company;

(4) Extending the duration of its corporate existence; or
(5) Making any other alteration or extension of its charter
that it may desire in the manner * set forth in § 18-35.1.

§ 18-35.1. Method of obtaining amendment, alteration or
extension.—The board of directors shall pass a resolution de-
claring that the amendment, alteration or extension is advisable,
and calling a meeting of the stockholders to take action thereon ;
provided that no meeting or vote of the stockholders shall be
required for an amendment to the charter of a corporation for
the sole purpose of changing the location of the principal office
of the corporation in Virginia, but in case of such amendment
all other applicable requirements of this section shall be complied
with. The meeting of the stockholders shall be held upon notice
by publication at least six times a week for two successive 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 after notice in writing has been
given to each of the stockholders of record, by serving same on
them personally or by mailing it to their last known post office
address as furnished by them to the officers of the corporation, at
least ten days prior to the meeting; and in the notice shall be
stated the time and place of the meeting and its object. If two-
thirds in interest of each class of the stockholders having voting
powers are present or represented at the meeting, and vote in
favor of the amendment, alteration or extension, a certificate
thereof shall be made by the president or by one of the vice-
presidents, under the seal of the corporation, attested by the
secretary, or an assistant secretary, and acknowledged by them
before an officer authorized by the laws of this State to take
acknowledgments of deeds. The certificate shall show that the
requirements of the law have been complied with and shall fur-
ther show the total number of shares of each class of stock is-
sued and outstanding having voting power, the number of such
shares present and the number of the shares voting in favor of
the proposed amendment, and the certificate, together with *
the payment of any fee to the State that may be imposed thereon
by law, shall be presented to the State Corporation Commission
which shall ascertain and declare whether the applicants, by
complying with the requirements of the law, have entitled
themselves to the amendment, alteration or extension applied
for, and shall issue or refuse the same accordingly.

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