CHAPTER 280

AN ACT to amend § 18-190 of the Code of Virginia in regard to
meetings of stockholders.
[ H 168 ]

Approved April 4, 1950

Be it enacted by the General Assembly of Virginia:

1. That § 13-190 of the Code of Virginia of 1950 be amended
to read as follows:

§ 13-190. Place and time of meetings; what action may be
taken; notice.—Except in a case where it is otherwise provided
by law, all meetings of the stockholders of every corporation of
this State shall be held at such place in this State as may from
time to time be fixed by the board of directors on such day as
may be prescribed in the charter, certificate of incorporation,
or in the articles of association, or in some amendment thereof,
Ir by the by-laws; or, if none be so prescribed, on such day as,
from time to time, may be appointed by the stockholders in
meeting, or, if they shall not have appointed any day, then by
the board of directors. In the case of any corporation which is
1 domestic corporation both of this State and also of any other
State, meetings of stockholders may be held either in this State
or in. such other State. Unless otherwise provided in the cer-
ificate of incorporation or articles of association, or an amend-
ment thereof, a meeting other than the annual meeting may be
held at any time upon the call of the board of directors, or of
ate SuGHIeES holding together at least one-tenth of the capital
stock.

At any annual or other meeting of stockholders action may
be taken upon any subject which is not by law required to be
stated in the notice of meeting, and, in addition thereto, upon
any special subject which might be acted upon at a special meet-
ing called for the purpose, when, in the last mentioned case, in
the notice of such annual or other meeting, the purpose to con-
sider and act upon such special subject is stated.

In all cases, unless other notice be provided in the charter,
certificate of incorporation, articles of association, or in some
amendment, or by the stockholders in meeting, or by some pro-
vision of law, not less than ten days’ notice in writing of the
time and place of such meeting, whether annual or not, shall be
given to each stockholder in person or by notice by publication
at least six times a week for two successive weeks or once a
week for four successive weeks in some daily newspaper pub-
lished in the county, city or town where the last annual meeting
was held, or when no daily newspaper is published in such
county, city or town, by publication once a week for four succes-
sive weeks in a newspaper published or having a general circu-
lation in such county, city or town. And in any case when notice
is required before a meeting of the stockholders or of subscribers
to the capital stock can be held for the purpose of organization,
or for any other purpose, such notice and the publication or
other service thereof may be waived in writing, or by the attend-
ance in person or by proxy, of all the stockholders or subscribers.