CHAPTER 424

An Act to amend and reenact § 18-61 of the Code of Virginia, relating to
the dissolution of corporations after payment of capital.
[S 311]

Approved April 1, 1952

Be it enacted by the General Assembly of Virginia:

1 That § 138-61 of the Code of Virginia be amended and reenacted as
ollows:

§ 13-61. How corporations dissolved after payment of capital.—
Whenever in the judgment of the board of directors it is deemed advisable
and for the benefit of any corporation organized under the existing laws
of this State, or under any charter heretofore granted by any court, or by
the General Assembly, that it be dissolved, a resolution to that effect and
calling a meeting of the stockholders to take action thereon shall be adopted
by a majority of the whole board. * The meeting shall be held upon such
notice as the by-laws provide, and in the absence of such provision, upon
ten days’ notice given personally or by mail. On the day fixed for the meet-
ing, a majority in interest of the stockholders present may adjourn to
another day or time; and if at any such meeting or adjourned meeting, two-
thirds in interest of the stockholders consent to the proposed dissolution
and signify their consent in writing, given either in person or by proxy,
this consent, together with a list of the names and residences of the direc-
tors and officers, certified by the president, secretary and treasurer, shall
be filed in the office of the clerk of the Commission, and the Commission,
upon being satisfied by due proof that the requirements of law have been
complied with, shall issue a certificate that such consent has been filed, and
thereupon the corporation will stand dissolved, and the board shall proceed
to settle up and adjust its business and affairs.