reglab/statecodes huggingface dataset:
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-309. Other cooperatives may come under article

Any cooperative marketing association or corporation incorporated under Article 2 (§ 13.1-312 et seq.) of this chapter, or under the general corporation laws of this Commonwealth, may be brought under the provisions of this article, and be entitled to all the benefits thereof, and be subject to all provisions, restrictions and limitations thereof by amending its articles of association or incorporation in the same manner as set out in § 13.1-334, in cases of such associations and corporations existing under Article 2 of this chapter, either by original incorporation or by amendment, and in cases of such associations and corporations existing under the general corporation laws by amending such articles of association or incorporation according to the provisions of Article 11 (§ 13.1-705 et seq.) of Chapter 9 of this title or Article 10 (§ 13.1-884 et seq.) of Chapter 10 of this title, as the case may be; but when such amendment is had in the case of a corporation or association existing under the provisions of Article 2 of this chapter, all special privileges under such article shall be thereby surrendered.
Code 1950, § 13-246; 1956, c. 428; 1994, c. 217.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-309.1. Foreign cooperatives

A foreign cooperative whose purpose shall include one or more of the purposes recognized for domestic cooperatives under this title or any other title of the Code of Virginia shall be authorized to do business under the provisions of this chapter by complying with the laws relating to foreign corporations doing business in the Commonwealth. The foreign cooperative shall deliver to the Commission the documents required by § 13.1-759 if a stock cooperative, or by § 13.1-921 if a nonstock cooperative along with a copy of the cooperative's bylaws. Upon such compliance, the foreign cooperative shall have all the rights and privileges of a domestic cooperative. No foreign cooperative association authorized to do business in this Commonwealth under the provisions of this article shall conduct any business in this Commonwealth as a public service company or exercise any privileges of such company.
1992, c. 653; 1994, c. 217.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-310. Cooperative associations may give certain liens on rotating stocks

Any cooperative association or corporation organized under the laws of this Commonwealth, or under the laws of the United States, or qualifying as a cooperative association under the laws of the United States, may give as security for any loan or loans obtained from any bank for cooperatives organized under any act of Congress a chattel mortgage or deed of trust covering stocks of goods or other things in bulk, but changing in specifics, in which case the lien of such mortgage or deed of trust shall be lost as to all articles disposed of by the mortgagor up to the time of foreclosure but shall attach to the articles purchased to supply their places; provided, however, no stock of goods shall be pledged by a cooperative association unless such stock has been fully paid for and is owned by the association without incumbrance at the time it is so pledged.
Code 1950, § 13-247; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-311. Taxation

Every cooperative association, society, company and exchange created under the provisions of this article and every cooperative marketing association or corporation and every general corporation that may be brought under the provisions of this article, whether such association, society, company, exchange or corporation be organized or brought under this article prior or subsequent to the date of the approval of this section and whether chartered under the laws of this Commonwealth or otherwise chartered and doing business in this Commonwealth, and conducting a mercantile, merchandise or brokerage business on the cooperative plan shall be taxable as a merchant by the Commonwealth, and by the city or town within which such business is done. Nothing in this article shall exempt any such organization from any state or local merchant's license tax.
1950, c. 365; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-311.1. Provisions relating to dissolution of and revocation of certificates of associations

Those provisions of the Virginia Stock Corporation Act (§ 13.1-601 et seq.) and the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.) relating, respectively, to the involuntary termination of domestic corporations and to the revocation of the certificates of authority to do business in this Commonwealth of foreign corporations shall apply to every association organized or doing business in this Commonwealth pursuant to the provisions of this chapter; but the provisions of this section shall not be construed as a limitation upon the application of the provisions of Chapters 9 (§ 13.1-601 et seq.) and 10 (§ 13.1-801 et seq.) of this title to such associations under § 13.1-343.
1958, c. 506; 1994, c. 217.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-312. Liberal construction of article

It is the declared policy of the Commonwealth, as one means of improving the economic position of agriculture, to encourage the organization of producers of agricultural products into effective nonprofit cooperative associations under the control of such producers, and to that end this Act shall be liberally construed to accomplish its purposes.
1956, c. 428; 2022, c. 234.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-313. Definitions

As used in this Act, unless the context or subject matter requires otherwise:
(a) "Agricultural products" include livestock and livestock products, dairy products, poultry and poultry products, wine and viticultural products, seeds, nuts, ground stock, horticultural, floricultural, forestry, bee and any and all kinds of farm products.
(b) "Supplies" include any and all types of supplies, machinery and equipment used by farmers as producers or used by farmers as consumers.
(c) "Association" means a corporation organized under or adopting the provisions of this Act, or a foreign association or corporation authorized to do business in this Commonwealth, organized under any general or special act as a cooperative association for the mutual benefit of its members and other patrons as farmers, and which confines its operations to purposes authorized by this Act and restricts the return on the stock or membership capital and the amount of its business with nonmembers to the limits placed thereon by this Act for associations organized hereunder and which qualifies to do business in this Commonwealth under this Act.
Associations shall be classified as and deemed to be nonprofit corporations, inasmuch as their primary object is not to pay dividends on invested capital, but to render service and provide means and facilities by or through which the producers of agricultural products may receive a reasonable and fair return for their products and obtain supplies and services on a cooperative nonprofit basis.
(d) "This Act" means this article, which may be cited as the "Agricultural Cooperative Association Act."
(e) "Member" includes the holder of a membership in an association without capital stock and the holder of voting stock in an association organized with capital stock.
(f) "Person" includes an individual, a partnership, a corporation and an association.
(g) "Patron" means a person using the marketing facilities of an association for the marketing of agricultural products, or a person using the purchasing or service facilities of an association for the purchase of supplies or the rendering of services.
(h) "Board" means the board of directors of an association.
(i) "Commission" means the State Corporation Commission of Virginia.
Code 1950, § 13-248; 1956, c. 428; 2010, cc. 317, 561.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-315. Purposes

Such association may be organized for the purpose of engaging in any cooperative activity for producers of agricultural products in connection with:
(a) Producing, assembling, marketing, buying or selling agricultural products, or harvesting, preserving, drying, processing, manufacturing, blending, canning, packing, ginning, grading, storing, warehousing, handling, transporting, shipping or utilizing such products, or manufacturing or marketing the by-products thereof.
(b) Manufacturing, processing, storing, transporting, delivering, handling, buying for or furnishing supplies to its members and other patrons.
(c) Performing or furnishing business or educational or other services, including the services of buildings, machinery and equipment, on a cooperative basis.
(d) Financing any of the above-enumerated activities for its members.
Code 1950, § 13-255; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-316. Articles of incorporation

Articles of incorporation shall be signed in triplicate by each of the incorporators and acknowledged by them, if natural persons, and, if associations, by the president and secretary of each such association, before an officer authorized to take acknowledgments, and shall state:
(a) The name of the association which shall be distinguishable upon the records of the Commission from the name of any association or corporation, whether issuing shares or not issuing shares, limited liability company, business trust or limited partnership existing under the laws of this Commonwealth, or the name of any foreign corporation, whether issuing shares or not issuing shares, limited liability company, business trust or limited partnership authorized to transact business in this Commonwealth, or any corporate, limited liability company, business trust or limited partnership name reserved or registered as provided by law;
(b) The address of its initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its initial registered agent at such address and that the agent is either (i) an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in this Commonwealth;
(c) Its purposes;
(d) Whether organized with or without capital stock; and if organized with capital stock, a description thereof in accordance with the requirements of § 13.1-619;
(e) If organized without capital stock, whether the property rights and interests of each member are equal or unequal; if unequal, the rule by which such rights and interests shall be determined;
(f) The maximum number of directors, not less than five, who are to manage the affairs of the association;
(g) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors;
(h) If the duration of a corporation is not to be perpetual, the period of its duration;
(i) The articles may also contain any other provisions, consistent with law for regulating the association's business or the conduct of its affairs, the establishment of election districts, the election of delegates to represent the members residing therein and the election of directors to represent such election districts, either directly or indirectly by said delegates, for voting by proxy or mail ballot and the issuance, retirement and transfer of membership certificates and stock.
Code 1950, § 13-257; 1956, c. 428; 1958, c. 564; 2001, cc. 517, 541; 2003, c. 592.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-317. Filing and recording articles of incorporation

(a) Triplicate originals of the articles of incorporation, duly signed and acknowledged together with the filing fee required to be paid, shall be delivered to the Commission. If the Commission finds that the articles comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of incorporation, which shall be admitted to record in its office. Upon the issuance of such certificate, it shall become effective in accordance with its terms. One original counterpart of the articles of incorporation, together with the certificate of incorporation issued by the Commission, shall be certified by the Commission to the Commissioner of Agriculture and Consumer Services for filing and another counterpart shall be certified to the Director of the State Agricultural Extension Division for filing.
(b) For filing and recording the certificate of incorporation, an amendment to the certificate of incorporation, or a certificate of adoption, the association shall pay such fees as conform to the laws governing corporations generally. However, for filing the certificate of incorporation of an association organized without capital stock, the association shall pay ten dollars and for filing an amendment to the certificate of incorporation, two dollars and one-half. For certifying and transmitting copies as required by this section, the association shall pay a fee of one dollar per copy.
1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-318. Amendments to the articles of incorporation

An association may amend its articles of incorporation by the affirmative vote of two-thirds of the members voting thereon at any regular meeting, or at a special meeting called for the purpose. Notice of the proposed amendment and of the time and place of holding such meetings shall be delivered to each member, or mailed to his last known address shown by the books of the association, at least ten days prior to any such meetings. No amendment affecting the priority or preferential rights of any outstanding nonvoting stock shall be adopted until the written consent of two-thirds of the holders of such outstanding nonvoting stock has been obtained. Triplicate originals of the articles of amendment duly signed and acknowledged together with the filing fee required to be paid shall be delivered to the Commission. If the Commission finds that the articles comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of amendment, which shall be admitted to record in its office. Upon the issuance of such certificate, it shall become effective in accordance with its terms. One original counterpart of the articles of amendment, together with the certificate of amendment issued by the Commission, shall be certified by the Commission to the Commissioner of Agriculture and Consumer Services for filing and another counterpart shall be certified to the Director of the State Agricultural Extension Division for filing.
Code 1950, § 13-258; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-319. Bylaws

The board of directors or members of the association, before commencing business, shall adopt bylaws not inconsistent with law or its articles of incorporation, and they may alter, amend and revise the same from time to time. The bylaws may be adopted, amended or revised by a majority vote of the board of directors, or by the vote of two-thirds of the members voting thereon at any regular or special meeting of the members or by the written assent of two-thirds of the members voting thereon by mail ballot, provided, that written notice of the proposed bylaw or bylaw amendments or revisions shall have been delivered to each member or mailed to his last known address as shown by the books of the association, at least ten days prior to any such meeting or the date on which the mail ballots must be returned to be counted. The bylaws made by the board of directors may be repealed or changed and new bylaws made by the members, and the members may prescribe that any bylaw made by them shall not be altered, amended or repealed by the directors. The bylaws may also provide for any or all of the following matters:
(a) The time, place and manner of calling and conducting meetings of the members, and the number of members (which may be less than a majority) that shall constitute a quorum;
(b) The manner of voting and the conditions upon which members may vote at general and special meetings by proxy and by mail or by delegates elected by district groups or other associations;
(c) Subject to any provision thereon in the articles of incorporation and in this Act, the number, qualifications, compensation, duties and terms of office of directors and officers; the time of their election and the mode and manner of giving notice thereof;
(d) The time, place and manner for calling and holding meetings of the directors and executive committee, and the number that shall constitute a quorum;
(e) Rules consistent with law and the articles of incorporation for the management of the association, the establishment of election districts, the making of contracts, the issuance, retirement and transfer of stock, the relative rights, interests and preferences of members and stockholders, and the mode, manner and effect of the expulsion of a member;
(f) Penalties for violations of the bylaws.
One copy of the bylaws and all amendments thereto, certified by the secretary of the association, shall be transmitted to the Commissioner of Agriculture and Consumer Services and one copy to the Director of the State Agricultural Extension Division within thirty days after their adoption.
Code 1950, § 13-261; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-321. Members

(a) An association may admit as members only bona fide producers of agricultural products, including tenants and landlords receiving a share of the crop, and cooperative associations of such producers.
(b) The articles of incorporation may limit the amount of voting stock which a member may own.
(c) Under the terms and conditions prescribed in the bylaws a member shall lose his membership and his right to vote if he ceases to belong to the class eligible to membership under this section, but he shall remain subject to any liability incurred by him while a member of the association.
(d) No member shall be personally liable for any debt or liability of the association.
(e) No member shall have more than one vote.
Code 1950, § 13-263; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-323. General and special meetings; how called

After the incorporation of an association the members thereof shall hold an organization meeting at a time and place fixed by the board of directors named in the articles of incorporation and shall adopt a set of bylaws. Not less than ten days' written notice thereof shall be given to each member. An association may provide in its bylaws for one or more regular meetings each year. Special meetings of the members may be called by the board of directors, and it shall be their duty to call such meetings when ten percent of the members file with the secretary a petition demanding a special meeting and specifying the business to be considered at such meeting. Regular or special meetings may be held within or without the Commonwealth. Notice of all meetings, except as otherwise provided by law or the articles of incorporation or bylaws, shall be mailed to each member at least ten days prior to the meeting. In the case of special meetings the notice shall state the purposes for which it is called. The bylaws may provide that all notices shall be given by publication in a periodical published by or for the association, to which substantially all its members are subscribers, or in a newspaper or newspapers whose combined circulation is general in the territory in which the association operates.
Code 1950, § 13-265; 1950, c. 238; 1956, c. 428; 1989, c. 577.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-325. Removal of director

Any member may ask for the removal of an elected director by filing charges with the secretary or president of the association, together with a petition signed by ten per centum of the members requesting the removal of the director in question. The removal shall be voted upon at the next meeting of the members, and by two-thirds of the voting power voting thereon the association may remove the director. The director whose removal is requested shall be served with a copy of the charges not less than ten days prior to the meeting and shall have an opportunity at the meeting to be heard in person and by counsel and to present evidence; and the persons requesting the removal shall have the same opportunity. In case the bylaws provide for election of directors by districts, then the petition for removal of a director must be signed by twenty per centum of the members residing in the district from which he was elected. The board must call a special meeting of the members residing in the district to consider the removal of the director; and by two-thirds of the voting power of the members of that district voting thereon the director in question shall be removed from office.
Code 1950, § 13-268; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-326. Officers generally

The board shall elect a president, a secretary and a treasurer, and may elect one or more vice-presidents, and such other officers as may be authorized in the bylaws. The president and at least one of the vice-presidents must be directors, but a vice-president who is not a director cannot succeed to or fill the office of president. Any two of the offices of vice-president, secretary and treasurer may be combined in one person.
Code 1950, § 13-267; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-327. Removal of officer

Any member may bring charges of misconduct or incompetency against an officer by filing them with the secretary or president of the association, together with a petition signed by ten per centum of the members requesting the removal of the officer in question. The directors shall vote upon the removal of the officer at the first meeting of the board held after the hearing on the charges, and the officer may be removed by a majority vote, notwithstanding any contract the officer may have with the association, which shall terminate upon his removal anything in the contract to the contrary notwithstanding. The officer against whom such charges are made shall be served with a copy of the charges not less than ten days prior to the meeting, and shall have an opportunity at the meeting to be heard in person and by counsel, and to present evidence, and the persons making the charges shall have the same opportunity.
Code 1950, § 13-268; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-328. Referendum

The articles of incorporation or bylaws may provide that upon demand of two-fifths of all the directors, any matter that has been approved or passed by the board must be referred to the members for their approval before it becomes effective. No referendum shall be allowed unless it is demanded by the required number of directors at the meeting at which the matter in question is adopted. The referendum of the members may be conducted by mail ballots or by their vote taken at the next annual meeting or at a special meeting called for such purpose. Immediately upon receipt of a written petition signed by at least twenty per centum of the members, the board of directors shall require the secretary to conduct a referendum on the matter set forth in said petition.
Code 1950, § 13-262; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-331. Associations are not in restraint of trade

(a) No association complying with the terms hereof shall be deemed to be a conspiracy, or a combination in restraint of trade, or an illegal monopoly; or be deemed to have been formed for the purpose of lessening competition or fixing prices arbitrarily, nor shall the contracts between the association and its members, or any agreements authorized in this Act, be construed as an unlawful restraint of trade, or as a part of a conspiracy or combination to accomplish an improper or illegal purpose or act.
(b) An association may acquire, exchange, interpret and disseminate to its members, to other cooperative associations, and otherwise, past, present and prospective crop, market, statistical, economic and other similar information relating to the business of the association, either directly or through an agent created or selected by it or by other associations acting in conjunction with it.
(c) An association may advise its members in respect to the adjustment of their current and prospective production of agricultural commodities and its relation to the prospective volume of consumption, selling prices and existing or potential surplus, to the end that every market may be served from the most convenient productive areas under a program of orderly marketing that will assure adequate supplies without undue enhancement of prices or the accumulation of any undue surplus.
Code 1950, § 13-284; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-333.1. Annual reports

Each association subject to this chapter within six months after the close of its fiscal year shall transmit to each of its members an annual report containing the name of the association, its place of business, a general statement of its business operations during the fiscal year, showing the amount of capital stock paid up and the number of stockholders, if a stock corporation, or the number of members and the amount of the membership fees received, if a nonstock association; an income and expense statement; and its balance sheet. Any association audited by a certified public accountant may comply with this section by transmitting a copy of such audit to its members.
The term "transmit," as used in this section, may be satisfied by printing the annual report or audit in an official publication of the association.
1989, c. 465.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-334. Application to existing associations

(a) This Act shall be applicable to any existing association formed under or which has adopted the provisions of the Agricultural Cooperative Association Act, Chapter 15, Title 13, as heretofore amended, and all such associations shall have and may exercise and enjoy all the rights, privileges, authority, powers and capacity granted or afforded under and in pursuance of this Act and shall be subject to all restrictions and requirements of this Act to the same extent and effect as though organized hereunder.
(b) Any agricultural cooperative marketing or purchasing association organized as a corporation under the laws of this Commonwealth may bring itself under and within the terms of this Act as if organized hereunder and may thereafter operate in pursuance of the terms hereof, and may exercise and enjoy all the rights, privileges, authority, powers and capacity granted or afforded under and in pursuance of this Act and shall be subject to all restrictions, limitations and requirements of this Act to the same extent and effect as though organized hereunder, by filing in triplicate with the Commission, articles of adoption signed by its president or one of the vice-presidents, under the seal of the corporation, attested by its secretary and acknowledged by them before an officer authorized by the laws of this Commonwealth to take acknowledgments of deeds, certifying that by resolution of the board of directors of such association duly adopted, such association has elected to bring itself within the terms of this Act. If the Commission finds that the articles comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of adoption, which shall be admitted to record in its office. Upon the issuance of such certificate, it shall become effective in accordance with its terms. One original counterpart of the articles of adoption, together with the certificate of adoption issued by the Commission, shall be certified by the Commission to the Commissioner of Agriculture and Consumer Services for filing and another counterpart shall be certified to the Director of the State Agricultural Extension Division for filing.
1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-335. Saving clause

This Act shall not impair or affect any act done, offense committed or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred prior to the time this Act takes effect, but the same may be enjoyed, asserted, enforced, prosecuted or inflicted as fully and to the same extent as if this Act had not been passed. This Act shall not impair or affect any contract entered into by any association prior to the time this Act takes effect.
1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-336. Limitations of the use of the word "cooperative."

A. No person, firm, corporation or association, domestic or foreign, hereafter commencing business in this Commonwealth shall use the word "cooperative" or any abbreviation thereof, as a part of its corporate or business name unless it has complied with the provisions of this Act or some other statute of this Commonwealth relating to cooperative associations. A foreign association organized under and complying with the cooperative law of the state of such association's creation shall be entitled to use of term "cooperative" in this Commonwealth if it has obtained the privilege of doing business in this Commonwealth under any cooperative statute of this Commonwealth. Any person violating the provisions of this section shall be deemed guilty of a misdemeanor and shall be subject to a fine not exceeding fifty dollars. For the purpose of this section, each day's violation may be considered a separate offense.
B. Subsection A shall not apply to a corporation or association, domestic or foreign, whose purpose is to promote housing opportunities or to represent, coordinate and further the purposes of groups organized to construct, operate, or promote housing, and such corporation or association may use the term "cooperative" as part of its corporate or other business name or title.
Code 1950, § 13-289; 1956, c. 428; 1993, c. 822.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-337. Foreign associations

A foreign corporation that can qualify as an association, as defined in § 13.1-313, may be authorized to do business in this Commonwealth under the provisions of this Act by complying with the laws relating to foreign corporations doing business in the Commonwealth and filing with the Commissioner of Agriculture and Consumer Services and the Director of the State Agricultural Extension Division, a copy of its charter duly certified by the Commission. It shall pay the same fees and charges as domestic associations. Upon such compliance, it shall have all the rights and privileges of like domestic associations and the entrance fee shall be computed as if a charter fee.
Code 1950, § 13-290; 1956, c. 428; 1958, c. 564.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-338. Purchasing business of other associations, persons, firms or corporations; stock issued

Whenever an association organized hereunder with preferred capital stock shall purchase the stock or any property, or any interest in any property of any person, firm or corporation or association, it may by agreement with the other party or parties to the transaction discharge the obligation so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to an amount which at par value would equal a fair market value of the stock or interest so purchased, as determined by the board of directors. In that case the transfer to the association of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued.
Code 1950, § 13-285; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-339. Merger or consolidation

Associations shall have the power to merge or consolidate with any other like associations. Such merger or consolidation shall be effected in accordance with the general provisions of law providing for the merger or consolidation of other corporations insofar as applicable, and where not applicable in a manner analogous to that set forth in said provisions. In effecting such merger or consolidation, two-thirds of the members voting thereon at any regular meeting, or special meeting called for the purpose, shall take such action as is required of stockholders. The fair cash value of the stock or membership of any dissenting member shall be taken to mean the amount to which said member would be entitled by way of distribution of assets if said association were dissolved.
Code 1950, § 13-259; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-340. Sale, mortgage or other disposition of assets

The sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of an association, when made in the usual and regular course of the business of the association, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as shall be authorized by its board of directors; and in such case no authorization or consent of the members shall be required.
Unless otherwise provided in the articles of incorporation, a mortgage or pledge of all or any part of the property and assets, with or without the goodwill, of an association, though not made in usual and regular course of its business, may be made for money upon such terms and conditions as shall be authorized by its board of directors and no authorization or consent of members shall be required.
A sale, lease or exchange, or a mortgage or pledge for a consideration other than money, of all, or substantially all, the property and assets, with or without the goodwill, of an association, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as may be authorized in the following manner:
The board of directors shall adopt a resolution recommending such sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the association shall be given to each member entitled to vote at such meeting, at least ten days prior to such meeting. At such meeting the members may authorize such sale, lease, exchange, mortgage, pledge or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the association therefor. Such authorization shall require the vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. After such authorization by a vote of members, the board of directors, nevertheless in its discretion, may abandon such sale, lease, exchange, mortgage, pledge or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.
1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-341. Taxes

Nothing in this article shall be construed as exempting any association from the payment of license, income, property or other taxes, state and local; and the designation of any such association in this article as nonprofit shall not be construed as exempting it from state income taxation, notwithstanding any other provision of law. For the privilege of storing or marketing agricultural products, an association shall, however, pay only an annual license fee of ten dollars which shall be in lieu of all other corporation, franchise and income taxes, taxes on capital, taxes and charges upon reserves held by the association, and all state and local license taxes on that part of its business which is solely and exclusively the storing or marketing of agricultural products. Marketing of agricultural products shall include the functions involved in transferring title and in moving goods from producer to consumer, including buying, selling, processing, packing, storing, transporting, standardizing, financing, risk bearing and supplying market information.
Code 1950, § 13-291; 1956, c. 428; 1982, c. 266.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-343. Application of general corporation laws

The provisions of the Virginia Stock Corporation Act (§ 13.1-601 et seq.) and of the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.) shall, to the extent that they are not in conflict with or inconsistent with the provisions of this Act, apply to associations subject to this Act, each of which shall establish and maintain a registered office and a registered agent and file the annual reports required by such Acts.
Code 1950, § 13-250; 1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-344. Existing associations continued

All associations organized under or that have adopted the provisions of Chapter 15, Title 13, as heretofore amended, which are in existence at the date of the enactment of this Act, shall continue in existence subject to the terms of this Act.
1956, c. 428.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-345. Verification no longer required; signing instrument containing misstatement as perjury

A requirement in this chapter that an instrument be verified by oath need not be complied with after July 1, 1958. A person who signs any instrument delivered to the Commission as required by this chapter knowing it to contain a misstatement of fact shall be guilty of perjury.
1958, c. 564.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-346. Definitions

As used in this article:
"Collective reserve account" means an account on the corporate books representing the worker cooperative's entire net book value minus balances in any other equity accounts.
"Member" means an individual who has been accepted for membership in, and owns a membership share issued by, a worker cooperative.
"Membership fee" means an initial payment, if required by the articles of incorporation or bylaws of the worker cooperative, made by a worker to a worker cooperative as a condition of becoming a member.
"Patronage" means the amount of work performed for a worker cooperative, measured in accordance with criteria set forth in the articles of incorporation or bylaws of the worker cooperative.
"Worker" means an individual employed by a worker cooperative.
"Worker cooperative" means a corporation incorporated under the provisions of Article 3 (§ 13.1-618 et seq.) of Chapter 9 that has elected to be governed by this article.
2020, c. 673.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-347. Formation of worker cooperative; purpose

A. Any corporation incorporated under Article 3 (§ 13.1-618 et seq.) of Chapter 9 may elect to be governed as a worker cooperative in accordance with the provisions of this article by so stating in its articles of incorporation or articles of amendment filed in accordance with § 13.1-710. The offering of an employee stock ownership plan governed by 26 U.S.C. § 401 by a corporation incorporated under Article 3 (§ 13.1-618 et seq.) of Chapter 9 to its employees shall not be considered an election to be governed as a worker cooperative.
B. A worker cooperative may be formed for any lawful purpose, provided that it shall be organized and shall conduct its business primarily for the mutual benefit of its members.
2020, c. 673.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-348. Name

A. A worker cooperative may include the word "cooperative" or "co-op" in its corporate name.
B. No person hereafter commencing business in the Commonwealth may use the phrase "worker cooperative," "worker co-op," "employee cooperative," or "employee co-op" as a part of its corporate name unless it has elected to be governed as a worker cooperative in accordance with this article.
2020, c. 673.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-350. Revocation of election to be governed as worker cooperative; limitation on mergers

A. A worker cooperative may revoke its election to be governed as a worker cooperative under this article by a vote of two-thirds of the members and through filing appropriate articles of amendment in accordance with § 13.1-710.
B. When any worker cooperative revokes its election in accordance with subsection A, the articles of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with Chapter 9 (§ 13.1-601 et seq.).
C. A worker cooperative may not merge with another corporation other than a worker cooperative. Two or more worker cooperatives may merge in accordance with Article 12 (§ 13.1-715.1 et seq.) of Chapter 9.
2020, c. 673.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-351. Qualifications of members; membership shares

A. The articles of incorporation or bylaws of a worker cooperative shall establish qualifications for membership and procedures for acceptance and termination of members.
B. A worker cooperative's qualifications and procedures shall require, among such other provisions established in its articles of incorporation or bylaws, that:
1. No individual may be accepted as a member unless the individual is employed by the worker cooperative on a full-time or part-time basis at the time of acceptance;
2. Not fewer than two-thirds of the employees of any worker cooperative shall be individuals who are members of the worker cooperative; and
3. No person may own more than one membership share issued by the worker cooperative.
C. An individual accepted as a member shall cease to be a member upon termination of employment with the worker cooperative except that the articles of incorporation or the bylaws may provide that an individual who retires from employment may continue to be a member of the worker cooperative without voting rights subject to terms and conditions as may be provided in the articles of incorporation or bylaws. The articles of incorporation or the bylaws shall require that (i) a retired member's membership share shall be converted to another class of shares that has no voting power and (ii) nonvoting shares may only be acquired by the conversion of membership shares to another class of shares without voting power upon their owner's retirement or upon such other event specified in the worker cooperative's articles of incorporation or bylaws.
D. A worker cooperative shall issue a class of voting shares designated as membership shares. Each member of a worker cooperative shall be issued a membership share upon payment of a membership fee, the amount of which shall be determined from time to time by the board of directors. Each member shall own only one membership share. Only members employed by the worker cooperative may own a membership share. The redemption price of membership shares shall be determined by reference to internal capital accounts established as set forth in § 13.1-354.
E. Members of a worker cooperative shall have all the rights and responsibilities of shareholders of a corporation organized under Chapter 9 (§ 13.1-601) except as otherwise provided in this article. No member shall be personally liable for any debt or liability of the worker cooperative.
2020, c. 673.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-352. Voting rights

A. No shares other than membership shares shall be given voting rights in a worker cooperative.
B. The power to amend or repeal bylaws of a worker cooperative shall be in the members only, except to the extent that directors are authorized to amend or repeal the bylaws.
C. Voting on amendments to the articles of incorporation of a worker cooperative shall be limited to the members qualified to vote membership shares.
D. Each member with a membership share shall have one vote in any matter requiring voting by shareholders.
2020, c. 673.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-353. Net earnings or losses; apportionment, distribution, and payment

A. The net earnings or losses of a worker cooperative shall be apportioned and distributed at such times and in such manner as the articles of incorporation or bylaws shall specify.
B. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio that each member's patronage during the period involved bears to total patronage by all members during that period.
C. The apportionment, distribution, and payment of net earnings required by subsection B may be in cash, credits, written notices of allocation, or shares without voting rights issued by the worker cooperative.
2020, c. 673.