SEARCH SITE
VIRGINIA LAW PORTAL
- Code of Virginia
- Virginia Administrative Code
- Constitution of Virginia
- Charters
- Authorities
- Compacts
- Uncodified Acts
- RIS Users (account required)
SEARCHABLE DATABASES
- Bills & Resolutions
session legislation - Bill Summaries
session summaries - Reports to the General Assembly
House and Senate documents - Legislative Liaisons
State agency contacts
ACROSS SESSIONS
- Subject Index: Since 1995
- Bills & Resolutions: Since 1994
- Summaries: Since 1994
Developed and maintained by the Division of Legislative Automated Systems.
1994 SESSION
Be it enacted by the General Assembly of Virginia:
1. That §§ 13.1-301, 13.1-302 through 13.1-305, 13.1-307, 13.1-309, 13.1-309.1 and 13.1-311.1 of the Code of Virginia are amended and reenacted as follows:
§ 13.1-301. Organization of cooperative associations; purposes; name; par value stock required.
Any number of persons, not less than five, may, under the
provisions of Article 3 (§ 13.1-618 et seq.) of Chapter 9 of this title or
Article 3 (§ 13.1-818 et seq.) of Chapter 10 of this title, associate
themselves together as a cooperative association, society, company or
exchange, for the purpose of (i) conducting any housing, agricultural,
fishing, dairy, mercantile, merchandise, brokerage, water, sewer,
manufacturing, service or mechanical business on the cooperative plan
or (ii) representing or providing financing for cooperative
associations, societies, companies, or exchanges organized pursuant to
this section the laws of this Commonwealth or any other state,
provided that the word "cooperative" shall be included as a part of the name.
Except for a cooperative association organized to conduct business as a
water or sewer company, no cooperative association organized under this
article shall conduct any business in this Commonwealth as a public service
company or exercise any privileges of such company.
The provisions of Chapter 9 (§ 13.1-601 et seq.) and Chapter 10 (§
13.1-801 et seq.) of this title, as the case may be, shall apply
to cooperative associations created under this section or subject to the
provisions of this article, except so far as the same are in conflict with
the following sections of this article which shall be applicable only to such
cooperative associations, and except that no such stock
cooperative association shall issue stock without nominal or par value.
§ 13.1-302. Limitation of individual stockholding.
No holder of common stock in any such stock cooperative
association shall own shares of a greater par value than $1,000, except
as hereinafter provided, or be entitled to more than one vote.
§ 13.1-303. Investment in other stock.
At any regular meeting or any regularly called special meeting of a stock
cooperative association at which at least a majority of all its
stockholders shall be present or represented, any such association may by a
majority vote of the stockholders present or represented subscribe for shares
and invest its capital or reserve fund in the capital stock of any
corporation or cooperative association; provided that it shall not so invest
a total amount in excess of twenty-five per centum percent of
the amount of its capital stock.
§ 13.1-304. Purchase of business by issue of shares of stock.
Whenever any such stock cooperative association shall purchase
the business of another association, person or persons, it may pay for the
same in whole or in part by issuing to the selling association or person
shares of its capital stock to an amount which at par value would equal the
fair market value of the business so purchased, and in such case the transfer
to the association of such business at such valuation shall be equivalent to
payment in cash for the shares of stock so issued. In case the cash value of
such purchased business exceeds $1,000 the directors of the association are
authorized to hold the shares in excess of $1,000 in trust for the vendor and
dispose of the same to such persons and within such time, as may be mutually
satisfactory to the parties in interest, and to pay the proceeds thereof as
currently received to the former owners of such business.
§ 13.1-305. Rights of subscribers before full payment.
Certificates of stock of such an a stock cooperative
association shall not be issued to any subscriber until fully paid, but
the bylaws of the association may allow subscribers to vote as stockholders
provided part of the stock subscribed for has been paid in cash.
§ 13.1-307. Permissible limitation of stock ownership or voting rights.
Any such cooperative association may, either in its charter or
by bylaws, provide and require that no membership or share of its
stock shall be issued to or owned by any person not a member of a nonstock
corporation or nonstock corporations named or designated in such charter or
bylaws, or may in like manner provide that memberships or shares of
its stock may be issued to or owned by persons not members of such designated
nonstock corporation or nonstock corporations, but that when so owned such
stock shall have no voting power.
§ 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.
§ 13.1-309.1. Foreign cooperatives.
A foreign stock cooperative whose stock has a nominal or par value;
whose membership, as set out in the bylaws of the cooperative, may be open to
any veteran who served honorably in the military or naval forces of the
United States during World War II or any armed conflict of the United States
of America, including those still serving, their families, successors and any
other person approved by the duly elected board of directors of the foreign
cooperative; and 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.
§ 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 dissolution termination of
domestic corporations, and to the revocation of the
certificates of authority to do business in this Commonwealth of foreign
corporations, and to proceedings by the State Corporation Commission upon
complaints that corporations are engaging in the unauthorized practice of law
in this Commonwealth 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.
2. That an emergency exists and this act is in force from its passage.