CHAPTER 88

An Act to amend the Code of Virginia by adding sections numbered 13.1-
301.1 and 18.1-801.2, relating respectively to amendments to articles
of incorporation of, and adoption of by-laws by, cooperative associ-
ations.

{H 31]
Approved February 24, 1958

Be it enacted by the General Assembly of Virginia:

1. That the Code of Virginia be amended by adding sections numbered
13.1-301.1 and 13.1-301.2, as follows:

§ 13.1-301.1. 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 non-voting stock shall be adopted until the
written consent of two-thirds of the holders of such outstanding non-vot-
ing stock has been obtained. Triplicate originals of the articles of amend-
ment 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 re-
quired fees have been paid, it shall by order issue a certificate of amend-
ment, which shall be admitted to record in its office. Upon the issuance of
such certificate, it shall become effective in accordance with its terms.

§ 13.1-301.2. The board of directors or members of the association,
before commencing business, shall adopt by-laws not inconsistent with
law or its articles of incorporation, and they may alter, amend and revise
the same from time to time. The by-laws 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 by-
law or by-law 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 by-laws made
by the board of directors may be repealed or changed and new by-laws
made by the members, and the members may prescribe that any by-law
made by them shall not be altered, amended or repealed by the directors.
The by-laws 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 con-
stitute 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 een of a member;

(f) Penalties for violations of the by-laws.