{"law_id":"786095","section_number":"13.1-324","catch_line":"Directors generally; executive committee","history":"Code 1950, \u00a7\u00a7 13-266, 13-267; 1956, c. 428.","order_by":null,"metadata":false,"court_decisions":{},"official_url":"http:\/\/law.lis.virginia.gov\/vacode\/13.1-324\/","refers_to":false,"url":"\/13.1-324\/","token":"13.1\/3\/2\/13.1-324","structure":{"1":{"id":"45","name":"Agricultural Cooperative Associations","identifier":"2","label":"article","url":"\/13.1\/3\/2\/"},"2":{"id":"44","name":"Cooperative Associations","identifier":"3","label":"chapter","url":"\/13.1\/3\/"},"3":{"id":"43","name":"Corporations","identifier":"13.1","label":"title","url":"\/13.1\/"}},"referred_to_by":false,"edition_id":"11","section_id":"786095","structure_id":"45","full_text":"(a The business of the association shall be managed by a board of not less than five directors. The directors, with the exception of the public directors, shall be elected from the membership of the association or from the officers, directors or membership of a member association. The bylaws shall provide that one or more directors shall be appointed by the Director of the State Agricultural Extension Service. The director or directors so appointed shall be known as public directors. They need not be members of the association, or officers, directors or members of a member association, but shall have the same powers and rights as the directors elected by the members. A director shall hold office for the term for which he was appointed or elected and until his successor is elected, or appointed, and qualified.\r\r(b The names of the first directors shall be stated in the articles of incorporation. Their successors shall be elected by the members at the first meeting of the members held after the incorporation of the association.\r\r(c The number, qualifications, terms of office, manner of election or appointment, time and place of meeting and the powers and duties of the directors may, subject to the provisions of this Act and the articles of incorporation, be prescribed by the bylaws.\r\r(d The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district. In such case, the bylaws shall specify, or vest in the board of directors authority to determine, the number of directors to be elected by each district and the manner and method of apportioning the directors and of districting and redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to nominate the directors apportioned thereto and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be considered as a final election.\r\r(e The bylaws may provide for an executive committee to be elected by the board of directors from their number and may allot to such committee all the functions and powers of the board subject to its general direction and control.\r\r","text":{"0":{"id":"2535640","text":"The business of the association shall be managed by a board of not less than five directors. The directors, with the exception of the public directors, shall be elected from the membership of the association or from the officers, directors or membership of a member association. The bylaws shall provide that one or more directors shall be appointed by the Director of the State Agricultural Extension Service. The director or directors so appointed shall be known as public directors. They need not be members of the association, or officers, directors or members of a member association, but shall have the same powers and rights as the directors elected by the members. A director shall hold office for the term for which he was appointed or elected and until his successor is elected, or appointed, and qualified.","type":"section","prefixes":["(a"],"prefix":"(a","entire_prefix":"(a","prefix_anchor":"(a","level":1},"1":{"id":"2535641","text":"The names of the first directors shall be stated in the articles of incorporation. Their successors shall be elected by the members at the first meeting of the members held after the incorporation of the association.","type":"section","prefixes":["(b"],"prefix":"(b","entire_prefix":"(b","prefix_anchor":"(b","level":1},"2":{"id":"2535642","text":"The number, qualifications, terms of office, manner of election or appointment, time and place of meeting and the powers and duties of the directors may, subject to the provisions of this Act and the articles of incorporation, be prescribed by the bylaws.","type":"section","prefixes":["(c"],"prefix":"(c","entire_prefix":"(c","prefix_anchor":"(c","level":1},"3":{"id":"2535643","text":" Except as otherwise prescribed in the bylaws, a director shall be elected or appointed for a term of one year.","type":"section","prefixes":["(c","(1"],"prefix":"(1","entire_prefix":"(c(1","prefix_anchor":"(c(1","level":2},"4":{"id":"2535644","text":" Except as otherwise prescribed in the bylaws, vacancies in the board, other than by expiration of term, shall be filled by the remaining members of the board, unless the bylaws provide for the election of directors by districts, in which case the board shall call a special meeting of the members or delegates in the district to elect a person qualified to fill the vacancy. A director elected by the remaining members of the board shall serve until his successor is elected by the members at their next annual meeting or at any special meeting called and held prior thereto. This subsection shall not apply, however, to public directors; any vacancies occurring in the office of a public director shall be filled in the same manner as the original appointment was made.","type":"section","prefixes":["(c","(2"],"prefix":"(2","entire_prefix":"(c(2","prefix_anchor":"(c(2","level":2},"5":{"id":"2535645","text":"The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district. In such case, the bylaws shall specify, or vest in the board of directors authority to determine, the number of directors to be elected by each district and the manner and method of apportioning the directors and of districting and redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to nominate the directors apportioned thereto and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be considered as a final election.","type":"section","prefixes":["(d"],"prefix":"(d","entire_prefix":"(d","prefix_anchor":"(d","level":1},"6":{"id":"2535646","text":"The bylaws may provide for an executive committee to be elected by the board of directors from their number and may allot to such committee all the functions and powers of the board subject to its general direction and control.","type":"section","prefixes":["(e"],"prefix":"(e","entire_prefix":"(e","prefix_anchor":"(e","level":1}},"ancestry":{"1":{"id":"45","name":"Agricultural Cooperative Associations","identifier":"2","label":"article","url":"\/13.1\/3\/2\/"},"2":{"id":"44","name":"Cooperative Associations","identifier":"3","label":"chapter","url":"\/13.1\/3\/"},"3":{"id":"43","name":"Corporations","identifier":"13.1","label":"title","url":"\/13.1\/"}},"structure_contents":{"0":{"id":"765647","structure_id":"45","section_number":"13.1-312","catch_line":"Declaration of policy [Not set out.]","url":"\/13.1-312\/","token":"13.1\/3\/2\/13.1-312"},"1":{"id":"768459","structure_id":"45","section_number":"13.1-313","catch_line":"Definitions","url":"\/13.1-313\/","token":"13.1\/3\/2\/13.1-313"},"2":{"id":"771631","structure_id":"45","section_number":"13.1-314","catch_line":"Qualification of incorporators","url":"\/13.1-314\/","token":"13.1\/3\/2\/13.1-314"},"3":{"id":"772539","structure_id":"45","section_number":"13.1-315","catch_line":"Purposes","url":"\/13.1-315\/","token":"13.1\/3\/2\/13.1-315"},"4":{"id":"777190","structure_id":"45","section_number":"13.1-316","catch_line":"Articles of incorporation","url":"\/13.1-316\/","token":"13.1\/3\/2\/13.1-316"},"5":{"id":"765514","structure_id":"45","section_number":"13.1-317","catch_line":"Filing and recording articles of incorporation","url":"\/13.1-317\/","token":"13.1\/3\/2\/13.1-317"},"6":{"id":"766131","structure_id":"45","section_number":"13.1-318","catch_line":"Amendments to the articles of incorporation","url":"\/13.1-318\/","token":"13.1\/3\/2\/13.1-318"},"7":{"id":"777903","structure_id":"45","section_number":"13.1-319","catch_line":"Bylaws","url":"\/13.1-319\/","token":"13.1\/3\/2\/13.1-319"},"8":{"id":"774156","structure_id":"45","section_number":"13.1-320","catch_line":"Powers","url":"\/13.1-320\/","token":"13.1\/3\/2\/13.1-320"},"9":{"id":"768916","structure_id":"45","section_number":"13.1-321","catch_line":"Members","url":"\/13.1-321\/","token":"13.1\/3\/2\/13.1-321"},"10":{"id":"792485","structure_id":"45","section_number":"13.1-322","catch_line":"Membership or voting stock certificates; transfers; dividends; nonvoting stock","url":"\/13.1-322\/","token":"13.1\/3\/2\/13.1-322"},"11":{"id":"783919","structure_id":"45","section_number":"13.1-323","catch_line":"General and special meetings; how called","url":"\/13.1-323\/","token":"13.1\/3\/2\/13.1-323"},"12":{"id":"786095","structure_id":"45","section_number":"13.1-324","catch_line":"Directors generally; executive committee","url":"\/13.1-324\/","token":"13.1\/3\/2\/13.1-324"},"13":{"id":"776216","structure_id":"45","section_number":"13.1-325","catch_line":"Removal of director","url":"\/13.1-325\/","token":"13.1\/3\/2\/13.1-325"},"14":{"id":"776682","structure_id":"45","section_number":"13.1-326","catch_line":"Officers generally","url":"\/13.1-326\/","token":"13.1\/3\/2\/13.1-326"},"15":{"id":"794919","structure_id":"45","section_number":"13.1-327","catch_line":"Removal of officer","url":"\/13.1-327\/","token":"13.1\/3\/2\/13.1-327"},"16":{"id":"794961","structure_id":"45","section_number":"13.1-328","catch_line":"Referendum","url":"\/13.1-328\/","token":"13.1\/3\/2\/13.1-328"},"17":{"id":"774004","structure_id":"45","section_number":"13.1-329","catch_line":"Marketing contracts; enforcement; inducing breach; spreading false reports","url":"\/13.1-329\/","token":"13.1\/3\/2\/13.1-329"},"18":{"id":"766095","structure_id":"45","section_number":"13.1-330","catch_line":"Recordation of marketing contracts","url":"\/13.1-330\/","token":"13.1\/3\/2\/13.1-330"},"19":{"id":"790101","structure_id":"45","section_number":"13.1-331","catch_line":"Associations are not in restraint of trade","url":"\/13.1-331\/","token":"13.1\/3\/2\/13.1-331"},"20":{"id":"766133","structure_id":"45","section_number":"13.1-332","catch_line":"Voluntary dissolution","url":"\/13.1-332\/","token":"13.1\/3\/2\/13.1-332"},"21":{"id":"778550","structure_id":"45","section_number":"13.1-333","catch_line":"Repealed","url":"\/13.1-333\/","token":"13.1\/3\/2\/13.1-333"},"22":{"id":"765022","structure_id":"45","section_number":"13.1-333.1","catch_line":"Annual reports","url":"\/13.1-333.1\/","token":"13.1\/3\/2\/13.1-333.1"},"23":{"id":"777837","structure_id":"45","section_number":"13.1-334","catch_line":"Application to existing associations","url":"\/13.1-334\/","token":"13.1\/3\/2\/13.1-334"},"24":{"id":"789288","structure_id":"45","section_number":"13.1-335","catch_line":"Saving clause","url":"\/13.1-335\/","token":"13.1\/3\/2\/13.1-335"},"25":{"id":"787882","structure_id":"45","section_number":"13.1-336","catch_line":"Limitations of the use of the word \"cooperative.\"","url":"\/13.1-336\/","token":"13.1\/3\/2\/13.1-336"},"26":{"id":"783954","structure_id":"45","section_number":"13.1-337","catch_line":"Foreign associations","url":"\/13.1-337\/","token":"13.1\/3\/2\/13.1-337"},"27":{"id":"790918","structure_id":"45","section_number":"13.1-338","catch_line":"Purchasing business of other associations, persons, firms or corporations; stock issued","url":"\/13.1-338\/","token":"13.1\/3\/2\/13.1-338"},"28":{"id":"796161","structure_id":"45","section_number":"13.1-339","catch_line":"Merger or consolidation","url":"\/13.1-339\/","token":"13.1\/3\/2\/13.1-339"},"29":{"id":"790067","structure_id":"45","section_number":"13.1-340","catch_line":"Sale, mortgage or other disposition of assets","url":"\/13.1-340\/","token":"13.1\/3\/2\/13.1-340"},"30":{"id":"772550","structure_id":"45","section_number":"13.1-341","catch_line":"Taxes","url":"\/13.1-341\/","token":"13.1\/3\/2\/13.1-341"},"31":{"id":"793618","structure_id":"45","section_number":"13.1-342","catch_line":"Repealed","url":"\/13.1-342\/","token":"13.1\/3\/2\/13.1-342"},"32":{"id":"786385","structure_id":"45","section_number":"13.1-343","catch_line":"Application of general corporation laws","url":"\/13.1-343\/","token":"13.1\/3\/2\/13.1-343"},"33":{"id":"765573","structure_id":"45","section_number":"13.1-344","catch_line":"Existing associations continued","url":"\/13.1-344\/","token":"13.1\/3\/2\/13.1-344"},"34":{"id":"781148","structure_id":"45","section_number":"13.1-345","catch_line":"Verification no longer required; signing instrument containing misstatement as perjury","url":"\/13.1-345\/","token":"13.1\/3\/2\/13.1-345"},"35":{"id":"773296","structure_id":"45","section_number":"13.1-346","catch_line":"Repealed","url":"\/13.1-346\/","token":"13.1\/3\/2\/13.1-346"}},"previous_section":{"id":"783919","structure_id":"45","section_number":"13.1-323","catch_line":"General and special meetings; how called","url":"\/13.1-323\/","token":"13.1\/3\/2\/13.1-323"},"next_section":{"id":"776216","structure_id":"45","section_number":"13.1-325","catch_line":"Removal of director","url":"\/13.1-325\/","token":"13.1\/3\/2\/13.1-325"},"references":false,"formats":{"txt":"\/13.1-324.txt","json":"\/13.1-324.json","xml":"\/13.1-324.xml"},"dublin_core":{"Title":"Directors generally; executive committee","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-324","Relation":"Code of Virginia"},"plain_text":"                                 CODE OF VIRGINIA\n\nDIRECTORS GENERALLY; EXECUTIVE COMMITTEE (\u00a7 13.1-324)\n\n(a. The business of the association shall be managed by a board of not less than\nfive directors. The directors, with the exception of the public directors, shall\nbe elected from the membership of the association or from the officers,\ndirectors or membership of a member association. The bylaws shall provide that\none or more directors shall be appointed by the Director of the State\nAgricultural Extension Service. The director or directors so appointed shall be\nknown as public directors. They need not be members of the association, or\nofficers, directors or members of a member association, but shall have the same\npowers and rights as the directors elected by the members. A director shall hold\noffice for the term for which he was appointed or elected and until his\nsuccessor is elected, or appointed, and qualified.\n\n(b. The names of the first directors shall be stated in the articles of\nincorporation. Their successors shall be elected by the members at the first\nmeeting of the members held after the incorporation of the association.\n\n(c. The number, qualifications, terms of office, manner of election or\nappointment, time and place of meeting and the powers and duties of the\ndirectors may, subject to the provisions of this Act and the articles of\nincorporation, be prescribed by the bylaws.\n\n   (1.  Except as otherwise prescribed in the bylaws, a director shall be elected\n   or appointed for a term of one year.\n\n   (2.  Except as otherwise prescribed in the bylaws, vacancies in the board,\n   other than by expiration of term, shall be filled by the remaining members of\n   the board, unless the bylaws provide for the election of directors by\n   districts, in which case the board shall call a special meeting of the members\n   or delegates in the district to elect a person qualified to fill the vacancy.\n   A director elected by the remaining members of the board shall serve until his\n   successor is elected by the members at their next annual meeting or at any\n   special meeting called and held prior thereto. This subsection shall not\n   apply, however, to public directors; any vacancies occurring in the office of\n   a public director shall be filled in the same manner as the original\n   appointment was made.\n\n(d. The bylaws may provide that the territory in which the association has\nmembers shall be divided into districts and that the directors shall be elected\naccording to such districts, either directly or by district delegates elected by\nthe members in that district. In such case, the bylaws shall specify, or vest in\nthe board of directors authority to determine, the number of directors to be\nelected by each district and the manner and method of apportioning the directors\nand of districting and redistricting the territory covered by the association.\nThe bylaws may provide that primary elections shall be held in each district to\nnominate the directors apportioned thereto and that the result of all such\nprimary elections may be ratified by the next regular meeting of the association\nor may be considered as a final election.\n\n(e. The bylaws may provide for an executive committee to be elected by the board\nof directors from their number and may allot to such committee all the functions\nand powers of the board subject to its general direction and control.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-266, 13-267; 1956, c. 428."}