CHAPTER 140

An Act to amend the Code of Virginia by adding in Title 13, Chap 13,
a section numbered § 13-226.1, relating to amendment of charters of
nonstock corporations, so as to provide for amendments to charters
of certain corporations.

[S 103]

Approved February 28, 1952

Be it enacted by the General Assembly of Virginia:

1. That the Code of Virginia be amended by adding in Title 13, Chap
13, a section numbered § 13-226.1, as follows:

§ 13-226.1. Notwithstanding the provisions of § 13-226, if any cor-
poration, incorporated under the provisions of this Chapter, chartered
for the purpose of and engaged in conducting a hospital, shall desire to
amend its charter and shall not be able, for lack of records or otherwise,
to convene a meeting of its members for the purpose of passing upon such
amendment, such amendment may be effected in the following manner:

The acting directors, trustees or managers of such corporation, at
a meeting held for the purpose, after mailing to each director, trustee,
or manager, at least ten days before the time of the meeting, a notice
signed by the president of the corporation, giving the time and place of
meeting and the purpose thereof, shall by a majority vote adopt a resolu-
tion in favor of such amendment or amendments, and shall by such resolu-
tion declare that the corporation for lack of records or otherwise is unable
to convene a meeting of its members. A certificate of such resolution
shall thereupon be made by the president, or one of the vice-presidents,
under the seal of the corporation, attested by the secretary, and acknow-
ledged by them before an officer authorized by the laws of this State to
take acknowledgments of deeds; and such certificate, with a receipt for
the fees, if any, imposed by law, shall be presented to the State Corpora-
tion Commission. The Commission shall ascertain and declare whether
such applicant, by complying with the requirements of law, is entitled to
the amendment or amendments set forth in such certificate, and shal]
issue or refuse the same accordingly. If the same is issued, the certificate.
with the endorsements thereon, together with the order of the Commis-
sion, shall be forthwith admitted to record in the office of the Commis-
sion and certified, as required by law, to the clerk of the court in which
the original certificate of incorporation is recorded, or, if it be a legisla-
tive charter, the clerk in whose office it would have been recorded if the
original charter had been granted by the court or the Commission. The
clerk of such court shall thereupon record the same in his office, in a
book provided and kept for that purpose, and shall endorse the fact of
such recordation upon such certificate, and return the same to the Com-
mission, to be lodged and preserved in the office of its clerk. As soon as
the certificate is lodged for recordation in the office of the Commission,
the original certificate of incorporation shall be deemed to be amended
accordingly; but such certificate of amendment shall contain only such
provisions as it would be lawful and proper to insert in an original certi-
ficate of incorporation made at the time of making such amendment.