CHAPTER 101

An Act to amend and reenact § 18-190 of the Code of 1950, as amended,
in relation to the place and time of corporation meetings, action
thereat and notice thereof so as to insert certain language concerning

notice.
7 [fH 190]
Approved February 23, 1952
Be it enacted by the General Assembly of Virginia:
1. That § 13-190 of the Code of 1950, as amended, be amended and
reenacted as follows:
_§ 18-190. 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, certifi-
cate of incorporation, or in the articles of association, or in some amend-
ment thereof, or 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 a 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 certificate 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 stockholders 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 meeting called for the purpose, when, in the
last mentioned case, in the notice of such annual or other meeting, the
purpose to consider 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 provision 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 * 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 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 published 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
at least six times a week for two successive weeks or once a week for four
successive weeks in a newspaper published or having a general circulation
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 attendance in person or by proxy, of all the stockholders
or subscribers.

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