{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-301.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-301.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-301.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-301.2.html"}],"law_id":346565,"edition_id":2,"section_id":346565,"structure_id":49763,"section_number":"13.1-301.2","catch_line":"Adoption, change or repeal of bylaws; subject matter","history":"1958, c. 88.","full_text":"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 The bylaws made by the board of directors may be repealed or changed and new bylaws made by the members, and the members may prescribe that any bylaw made by them shall not be altered, amended or repealed by the directors.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:\n\na\n\nThe 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;\n\nb\n\nThe 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;\n\nc\n\nSubject to any provision thereon in the articles of incorporation and in this article, 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;\n\nd\n\nThe time, place and manner for calling and holding meetings of the directors and executive committee, and the number that shall constitute a quorum;\n\ne\n\nRules 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;\n\nf\n\nPenalties for violations of the bylaws.\n\n","order_by":null,"text":{"0":{"id":1292349,"text":"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:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"a"},"1":{"id":1292350,"text":"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;","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"prior_prefix":"","next_prefix":"b"},"2":{"id":1292351,"text":"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;","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"3":{"id":1292352,"text":"Subject to any provision thereon in the articles of incorporation and in this article, 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;","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"d"},"4":{"id":1292353,"text":"The time, place and manner for calling and holding meetings of the directors and executive committee, and the number that shall constitute a quorum;","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"e"},"5":{"id":1292354,"text":"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;","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d","next_prefix":"f"},"6":{"id":1292355,"text":"Penalties for violations of the bylaws.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e"}},"ancestry":[{"id":49763,"edition_id":2,"name":"Cooperative Associations Generally","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":49762,"metadata":{"child_laws":15,"child_structures":0},"date_created":"2026-08-02 02:14:34","date_modified":"2026-08-02 12:29:05","permalink":{"id":1376523,"object_type":"structure","relational_id":49763,"identifier":"1","token":"13.1\/3\/1","url":"\/13.1\/3\/1\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49762,"edition_id":2,"name":"Cooperative Associations","identifier":"3","label":"chapter","depth":2,"order_by":3,"parent_id":49726,"metadata":{"child_laws":60,"child_structures":3},"date_created":"2026-08-02 02:14:34","date_modified":"2026-08-02 12:29:05","permalink":{"id":1376521,"object_type":"structure","relational_id":49762,"identifier":"3","token":"13.1\/3","url":"\/13.1\/3\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346566,"structure_id":49763,"section_number":"13.1-301","catch_line":"Organization of cooperative associations; purposes; name; par value stock required","url":"\/13.1-301\/","token":"13.1\/3\/1\/13.1-301","metadata":false},{"id":346564,"structure_id":49763,"section_number":"13.1-301.1","catch_line":"Amendments to articles of incorporation","url":"\/13.1-301.1\/","token":"13.1\/3\/1\/13.1-301.1","metadata":false},{"id":346565,"structure_id":49763,"section_number":"13.1-301.2","catch_line":"Adoption, change or repeal of bylaws; subject matter","url":"\/13.1-301.2\/","token":"13.1\/3\/1\/13.1-301.2","metadata":false},{"id":346567,"structure_id":49763,"section_number":"13.1-302","catch_line":"Limitation of individual stockholding","url":"\/13.1-302\/","token":"13.1\/3\/1\/13.1-302","metadata":false},{"id":346568,"structure_id":49763,"section_number":"13.1-303","catch_line":"Investment in other stock","url":"\/13.1-303\/","token":"13.1\/3\/1\/13.1-303","metadata":false},{"id":346569,"structure_id":49763,"section_number":"13.1-304","catch_line":"Purchase of business by issue of shares of stock","url":"\/13.1-304\/","token":"13.1\/3\/1\/13.1-304","metadata":false},{"id":346570,"structure_id":49763,"section_number":"13.1-305","catch_line":"Rights of subscribers before full payment","url":"\/13.1-305\/","token":"13.1\/3\/1\/13.1-305","metadata":false},{"id":346571,"structure_id":49763,"section_number":"13.1-306","catch_line":"Distribution of earnings","url":"\/13.1-306\/","token":"13.1\/3\/1\/13.1-306","metadata":false},{"id":346572,"structure_id":49763,"section_number":"13.1-307","catch_line":"Permissible limitation of stock ownership or voting rights","url":"\/13.1-307\/","token":"13.1\/3\/1\/13.1-307","metadata":false},{"id":346573,"structure_id":49763,"section_number":"13.1-308","catch_line":"Limitation of use of \"cooperative\" in corporate name","url":"\/13.1-308\/","token":"13.1\/3\/1\/13.1-308","metadata":false},{"id":346575,"structure_id":49763,"section_number":"13.1-309","catch_line":"Other cooperatives may come under article","url":"\/13.1-309\/","token":"13.1\/3\/1\/13.1-309","metadata":false},{"id":346574,"structure_id":49763,"section_number":"13.1-309.1","catch_line":"Foreign cooperatives","url":"\/13.1-309.1\/","token":"13.1\/3\/1\/13.1-309.1","metadata":false},{"id":346576,"structure_id":49763,"section_number":"13.1-310","catch_line":"Cooperative associations may give certain liens on rotating stocks","url":"\/13.1-310\/","token":"13.1\/3\/1\/13.1-310","metadata":false},{"id":346578,"structure_id":49763,"section_number":"13.1-311","catch_line":"Taxation","url":"\/13.1-311\/","token":"13.1\/3\/1\/13.1-311","metadata":false},{"id":346577,"structure_id":49763,"section_number":"13.1-311.1","catch_line":"Provisions relating to dissolution of and revocation of certificates of associations","url":"\/13.1-311.1\/","token":"13.1\/3\/1\/13.1-311.1","metadata":false}],"previous_section":{"id":346564,"structure_id":49763,"section_number":"13.1-301.1","catch_line":"Amendments to articles of incorporation","url":"\/13.1-301.1\/","token":"13.1\/3\/1\/13.1-301.1","metadata":false},"next_section":{"id":346567,"structure_id":49763,"section_number":"13.1-302","catch_line":"Limitation of individual stockholding","url":"\/13.1-302\/","token":"13.1\/3\/1\/13.1-302","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-301.2\/","history_text":"

This law was first created in 1958. The record of its establishment is cataloged in chapter 88 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1958 \u201cActs\u201d aren\u2019t available online.<\/p>","references":false,"refers_to":false,"permalink":{"id":1376533,"object_type":"law","relational_id":346565,"identifier":"13.1-301.2","token":"13.1\/3\/1\/13.1-301.2","url":"\/13.1-301.2\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-301.2\/","token":"13.1\/3\/1\/13.1-301.2","dublin_core":{"Title":"Adoption, change or repeal of bylaws; subject matter","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-301.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

The board of directors or members of the association, before commencing business, shall adopt bylaws not inconsistent with law<\/span> or its articles of incorporation, and they may alter, amend<\/span> 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:<\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> 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; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> 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; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> Subject to any provision thereon in the articles of incorporation and in this article, 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; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> The time, place and manner for calling and holding meetings of the directors and executive committee, and the number that shall constitute a quorum; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> Rules consistent with law<\/span> and the articles of incorporation for the management of the association, the establishment of election districts, the making of contracts<\/span>, 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; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> Penalties for violations of the bylaws. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nADOPTION, CHANGE OR REPEAL OF BYLAWS; SUBJECT MATTER (\u00a7 13.1-301.2)\n\nThe board of directors or members of the association, before commencing\nbusiness, shall adopt bylaws not inconsistent with law or its articles of\nincorporation, and they may alter, amend and revise the same from time to time.\nThe bylaws may be adopted, amended or revised by a majority vote of the board of\ndirectors, or by the vote of two-thirds of the members voting thereon at any\nregular or special meeting of the members or by the written assent of two-thirds\nof the members voting thereon by mail ballot, provided, that written notice of\nthe proposed bylaw or bylaw amendments or revisions shall have been delivered to\neach member or mailed to his last known address as shown by the books of the\nassociation, at least ten days prior to any such meeting or the date on which\nthe mail ballots must be returned to be counted. The bylaws made by the board of\ndirectors may be repealed or changed and new bylaws made by the members, and the\nmembers may prescribe that any bylaw made by them shall not be altered, amended\nor repealed by the directors. The bylaws may also provide for any or all of the\nfollowing matters:\n\na. The time, place and manner of calling and conducting meetings of the members,\nand the number of members (which may be less than a majority) that shall\nconstitute a quorum;\n\nb. The manner of voting and the conditions upon which members may vote at\ngeneral and special meetings by proxy and by mail or by delegates elected by\ndistrict groups or other associations;\n\nc. Subject to any provision thereon in the articles of incorporation and in this\narticle, the number, qualifications, compensation, duties and terms of office of\ndirectors and officers; the time of their election and the mode and manner of\ngiving notice thereof;\n\nd. The time, place and manner for calling and holding meetings of the directors\nand executive committee, and the number that shall constitute a quorum;\n\ne. Rules consistent with law and the articles of incorporation for the\nmanagement of the association, the establishment of election districts, the\nmaking of contracts, the issuance, retirement and transfer of stock, the\nrelative rights, interests and preferences of members and stockholders, and the\nmode, manner and effect of the expulsion of a member;\n\nf. Penalties for violations of the bylaws.\n\nHISTORY: 1958, c. 88.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}