{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-319.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-319.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-319.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-319.html"}],"law_id":346586,"edition_id":2,"section_id":346586,"structure_id":49764,"section_number":"13.1-319","catch_line":"Bylaws","history":"Code 1950, \u00a7 13-261; 1956, c. 428.","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 The bylaws made by the board of directors may be repealed or changed and new bylaws made by the members, and the members may prescribe that any bylaw made by them shall not be altered, amended or repealed by the directors.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 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;\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\t\t\tOne copy of the bylaws and all amendments thereto, certified by the secretary of the association, shall be transmitted to the Commissioner of Agriculture and Consumer Services and one copy to the Director of the State Agricultural Extension Division within thirty days after their adoption.\n\n","order_by":null,"text":{"0":{"id":1292403,"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":1292404,"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":1292405,"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":1292406,"text":"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;","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"d"},"4":{"id":1292407,"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":1292408,"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":1292409,"text":"Penalties for violations of the bylaws.\n\t\t\tOne copy of the bylaws and all amendments thereto, certified by the secretary of the association, shall be transmitted to the Commissioner of Agriculture and Consumer Services and one copy to the Director of the State Agricultural Extension Division within thirty days after their adoption.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e"}},"ancestry":[{"id":49764,"edition_id":2,"name":"Agricultural Cooperative Associations","identifier":"2","label":"article","depth":3,"order_by":2,"parent_id":49762,"metadata":{"child_laws":35,"child_structures":0},"date_created":"2026-08-02 02:14:36","date_modified":"2026-08-02 12:29:05","permalink":{"id":1376585,"object_type":"structure","relational_id":49764,"identifier":"2","token":"13.1\/3\/2","url":"\/13.1\/3\/2\/","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":346579,"structure_id":49764,"section_number":"13.1-312","catch_line":"Liberal construction of article","url":"\/13.1-312\/","token":"13.1\/3\/2\/13.1-312","metadata":false},{"id":346580,"structure_id":49764,"section_number":"13.1-313","catch_line":"Definitions","url":"\/13.1-313\/","token":"13.1\/3\/2\/13.1-313","metadata":{"court_decisions":{"0":{"name":"Carson Ray Shenk v. Commonwealth of Virginia","case_number":"1165964","citation":null,"date":"1997-06-03","url":"https:\/\/www.courtlistener.com\/opinion\/1067442\/carson-ray-shenk-v-commonwealth-of-virginia\/","abstract":" .\u202f.\u202f. COURT OF APPEALS OF VIRGINIA .\u202f.\u202f. ","court_html":"COA<\/abbr>"},"1":{"name":"Shenk v. Commonwealth","case_number":"No. 1165-96-4","citation":"24 Va. App. 816","date":"1997-06-03","url":"https:\/\/www.courtlistener.com\/opinion\/6932965\/shenk-v-commonwealth\/","abstract":" .\u202f.\u202f. DUFF, Senior Judge. .\u202f.\u202f. ","court_html":"COA<\/abbr>"},"2":{"name":"Forst v. Rockingham Poultry Marketing Cooperative, Inc.","case_number":"Record No. 790521","citation":"222 Va. 270","date":"1981-06-12","url":"https:\/\/www.courtlistener.com\/opinion\/6927606\/forst-v-rockingham-poultry-marketing-cooperative-inc\/","abstract":" .\u202f.\u202f. STEPHENSON, J., .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"3":{"name":"Forst v. ROCKINGHAM POULTRY MARKETING CO-OP.","case_number":"Record No. 790521","citation":"279 S.E.2d 400","date":"1981-06-12","url":"https:\/\/www.courtlistener.com\/opinion\/1395078\/forst-v-rockingham-poultry-marketing-co-op\/","abstract":" .\u202f.\u202f. 279 S.E.2d 400 (1981) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"4":{"name":"Trigon Insurance v. United States","case_number":"3:00cv365","citation":"215 F. Supp. 2d 687","date":"2002-08-09","url":"https:\/\/www.courtlistener.com\/opinion\/2503699\/trigon-insurance-v-united-states\/","abstract":" .\u202f.\u202f. 215 F.Supp.2d 687 (2002) .\u202f.\u202f. ","court_html":"District Court, E.D. Virginia"}}}},{"id":346581,"structure_id":49764,"section_number":"13.1-314","catch_line":"Qualification of incorporators","url":"\/13.1-314\/","token":"13.1\/3\/2\/13.1-314","metadata":false},{"id":346582,"structure_id":49764,"section_number":"13.1-315","catch_line":"Purposes","url":"\/13.1-315\/","token":"13.1\/3\/2\/13.1-315","metadata":false},{"id":346583,"structure_id":49764,"section_number":"13.1-316","catch_line":"Articles of incorporation","url":"\/13.1-316\/","token":"13.1\/3\/2\/13.1-316","metadata":false},{"id":346584,"structure_id":49764,"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","metadata":false},{"id":346585,"structure_id":49764,"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","metadata":false},{"id":346586,"structure_id":49764,"section_number":"13.1-319","catch_line":"Bylaws","url":"\/13.1-319\/","token":"13.1\/3\/2\/13.1-319","metadata":false},{"id":346587,"structure_id":49764,"section_number":"13.1-320","catch_line":"Powers","url":"\/13.1-320\/","token":"13.1\/3\/2\/13.1-320","metadata":false},{"id":346588,"structure_id":49764,"section_number":"13.1-321","catch_line":"Members","url":"\/13.1-321\/","token":"13.1\/3\/2\/13.1-321","metadata":false},{"id":346589,"structure_id":49764,"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","metadata":false},{"id":346590,"structure_id":49764,"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","metadata":false},{"id":346591,"structure_id":49764,"section_number":"13.1-324","catch_line":"Directors generally; executive committee","url":"\/13.1-324\/","token":"13.1\/3\/2\/13.1-324","metadata":false},{"id":346592,"structure_id":49764,"section_number":"13.1-325","catch_line":"Removal of director","url":"\/13.1-325\/","token":"13.1\/3\/2\/13.1-325","metadata":false},{"id":346593,"structure_id":49764,"section_number":"13.1-326","catch_line":"Officers generally","url":"\/13.1-326\/","token":"13.1\/3\/2\/13.1-326","metadata":false},{"id":346594,"structure_id":49764,"section_number":"13.1-327","catch_line":"Removal of officer","url":"\/13.1-327\/","token":"13.1\/3\/2\/13.1-327","metadata":false},{"id":346595,"structure_id":49764,"section_number":"13.1-328","catch_line":"Referendum","url":"\/13.1-328\/","token":"13.1\/3\/2\/13.1-328","metadata":false},{"id":346596,"structure_id":49764,"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","metadata":false},{"id":346597,"structure_id":49764,"section_number":"13.1-330","catch_line":"Recordation of marketing contracts","url":"\/13.1-330\/","token":"13.1\/3\/2\/13.1-330","metadata":false},{"id":346598,"structure_id":49764,"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","metadata":false},{"id":346599,"structure_id":49764,"section_number":"13.1-332","catch_line":"Voluntary dissolution","url":"\/13.1-332\/","token":"13.1\/3\/2\/13.1-332","metadata":false},{"id":346601,"structure_id":49764,"section_number":"13.1-333","catch_line":"Repealed","url":"\/13.1-333\/","token":"13.1\/3\/2\/13.1-333","metadata":false},{"id":346600,"structure_id":49764,"section_number":"13.1-333.1","catch_line":"Annual reports","url":"\/13.1-333.1\/","token":"13.1\/3\/2\/13.1-333.1","metadata":false},{"id":346602,"structure_id":49764,"section_number":"13.1-334","catch_line":"Application to existing associations","url":"\/13.1-334\/","token":"13.1\/3\/2\/13.1-334","metadata":false},{"id":346603,"structure_id":49764,"section_number":"13.1-335","catch_line":"Saving clause","url":"\/13.1-335\/","token":"13.1\/3\/2\/13.1-335","metadata":false},{"id":346604,"structure_id":49764,"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","metadata":false},{"id":346605,"structure_id":49764,"section_number":"13.1-337","catch_line":"Foreign associations","url":"\/13.1-337\/","token":"13.1\/3\/2\/13.1-337","metadata":false},{"id":346606,"structure_id":49764,"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","metadata":false},{"id":346607,"structure_id":49764,"section_number":"13.1-339","catch_line":"Merger or consolidation","url":"\/13.1-339\/","token":"13.1\/3\/2\/13.1-339","metadata":false},{"id":346608,"structure_id":49764,"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","metadata":false},{"id":346609,"structure_id":49764,"section_number":"13.1-341","catch_line":"Taxes","url":"\/13.1-341\/","token":"13.1\/3\/2\/13.1-341","metadata":false},{"id":346610,"structure_id":49764,"section_number":"13.1-342","catch_line":"Reserved","url":"\/13.1-342\/","token":"13.1\/3\/2\/13.1-342","metadata":false},{"id":346611,"structure_id":49764,"section_number":"13.1-343","catch_line":"Application of general corporation laws","url":"\/13.1-343\/","token":"13.1\/3\/2\/13.1-343","metadata":false},{"id":346612,"structure_id":49764,"section_number":"13.1-344","catch_line":"Existing associations continued","url":"\/13.1-344\/","token":"13.1\/3\/2\/13.1-344","metadata":false},{"id":346613,"structure_id":49764,"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","metadata":false}],"previous_section":{"id":346585,"structure_id":49764,"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","metadata":false},"next_section":{"id":346587,"structure_id":49764,"section_number":"13.1-320","catch_line":"Powers","url":"\/13.1-320\/","token":"13.1\/3\/2\/13.1-320","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-319\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 1956, chapter 428.<\/p>","references":false,"refers_to":false,"permalink":{"id":1376615,"object_type":"law","relational_id":346586,"identifier":"13.1-319","token":"13.1\/3\/2\/13.1-319","url":"\/13.1-319\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-319\/","token":"13.1\/3\/2\/13.1-319","dublin_core":{"Title":"Bylaws","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-319","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 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; <\/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.\n\t\t\tOne copy of the bylaws and all amendments thereto, certified by the secretary of the association, shall be transmitted to the Commissioner of Agriculture and Consumer Services and one copy to the Director of the State Agricultural Extension Division within thirty days after their adoption. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nBYLAWS (\u00a7 13.1-319)\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\nAct, 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\t\t\tOne copy of the bylaws and all amendments thereto, certified by the secretary\nof the association, shall be transmitted to the Commissioner of Agriculture and\nConsumer Services and one copy to the Director of the State Agricultural\nExtension Division within thirty days after their adoption.\n\nHISTORY: Code 1950, \u00a7 13-261; 1956, c. 428.","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"}}