2023 Code of Virginia › Title 13.1 - Corporations › Chapter 3 - Cooperative Associations › § 13.1-332. Voluntary dissolution

(a)(1) The members of an association may at any regular meeting or any special meeting called for the purpose, upon thirty days' notice of the time, place and object of the meeting having been given as prescribed in the bylaws, by two-thirds of the voting power voting thereon, discontinue the operations of the association and direct that the association be dissolved and its affairs settled. The meeting shall by like vote designate a committee of three who, as trustees on behalf of the association and within the time fixed in their designation or any extension thereof, shall liquidate its assets, pay its debts and divide any surplus among the members in accordance with their respective rights and interests under their contracts with the association and the articles of incorporation and bylaws. A report of the proceedings had under this section, together with a list of the names and residences of the directors and officers of the association, and the names and residences of the trustees appointed, certified by the president and the secretary, shall be filed in the office of the clerk of the Commission. The Commission, upon being satisfied that the requirements of law have been complied with, shall issue a certificate of dissolution, and thereupon the association shall stand dissolved and the trustees shall proceed to settle up and adjust its business and affairs.
(2) Whenever all the members shall consent in writing to the dissolution and the appointment of three trustees for winding up the affairs of the association, no meeting or notice thereof shall be necessary, but on filing such consent with the Commission, it shall issue a certificate of dissolution, and the association shall stand dissolved and the said trustees shall proceed to settle up and adjust its business and affairs.
(3) Whenever a certificate of dissolution has been issued by the Commission, it shall certify one copy of the certificate to the Commissioner of Agriculture and Consumer Services and one copy to the Director of the State Agricultural Extension Division.
(4) The trustees may bring and defend all actions by them deemed necessary to protect and enforce the rights of the association.
(5) Any vacancies in the trusteeship may be filled by the remaining trustees.
(b) In the case of an association dissolving pursuant to this section, the circuit court of the county or the circuit, corporation, or other court having equitable jurisdiction in the city where its principal office is located, upon petition of the trustees or a majority of them, or in a proper case upon the petition of a creditor or member, or upon the petition of the Attorney General upon notice to all of the trustees and to such other interested persons as the court may specify, from time to time may order and adjudge in respect to the following matters:
(1) The giving of notice by publication or otherwise of the time and place for the presentation of all claims and demands against the association, which notice may require all creditors of and claimants against the association to present in writing and in detail at the place specified their respective accounts and demands to the trustees by a day therein specified, which shall not be less than forty days from the service or first publication of such notice;
(2) The payment or satisfaction in whole or in part of claims and demands against the association, or the retention of moneys for such purpose;
(3) The presentation and filing of intermediate and final accounts of the trustees, the hearing thereon, the allowance or disallowance thereof, and the discharge of the trustees, or any of them, from their duties and liabilities;
(4) The administration of any trust or the disposition of any property held in trust by or for the association;
(5) The sale and disposition of any remaining property of the association and the distribution or division of such property or its proceeds among the members or persons entitled thereto;
(6) Such matters as justice may require.
All such orders and judgments shall be binding upon the association, its property and assets, its trustees, members, creditors and all persons having claims against it.
1956, c. 428.