{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/56-231.28.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/56-231.28.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/56-231.28.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/56-231.28.html"}],"law_id":370110,"edition_id":2,"section_id":370110,"structure_id":52718,"section_number":"56-231.28","catch_line":"Board of directors of cooperatives","history":"1999, c. 874; 2000, cc. 944, 999.","full_text":"Each cooperative shall have a board of directors of five or more members, which board shall constitute the governing body of the cooperative. Only members and the officers, directors or employees of any member shall be eligible for election to the board of directors. The directors, other than those named in the articles of incorporation, shall be elected annually by the members entitled to vote, unless the bylaws provide that, in lieu of electing the whole number of directors annually, the directors shall be divided into two, three or four classes at the first or any subsequent annual meeting. If the bylaws so provide, each class shall be as nearly equal in number as possible, with the term of office of one class to expire every year. If the number of classes changes, then the board of directors shall have authority to determine how directors will be allocated among the new number of classes, provided that no director’s term will exceed, without reelection, a number of years equal to the number of classes of directors. The board of directors shall have authority to fix the compensation of directors. The directors shall elect annually from their own number a president of the board or a chairman of the board; and one or more vice-presidents of the board, vice-chairmen of the board or both. They may also elect or appoint annually (i) a president of the cooperative, (ii) one or more vice-presidents of the cooperative, (iii) a secretary, (iv) a treasurer, and (v) such other officers as the board deems necessary. No person shall hold any office unless that person is a director or employee of the cooperative. The offices of secretary and treasurer may be held by the same person.\n\n","order_by":null,"text":{"0":{"id":1380661,"text":"Each cooperative shall have a board of directors of five or more members, which board shall constitute the governing body of the cooperative. Only members and the officers, directors or employees of any member shall be eligible for election to the board of directors. The directors, other than those named in the articles of incorporation, shall be elected annually by the members entitled to vote, unless the bylaws provide that, in lieu of electing the whole number of directors annually, the directors shall be divided into two, three or four classes at the first or any subsequent annual meeting. If the bylaws so provide, each class shall be as nearly equal in number as possible, with the term of office of one class to expire every year. If the number of classes changes, then the board of directors shall have authority to determine how directors will be allocated among the new number of classes, provided that no director’s term will exceed, without reelection, a number of years equal to the number of classes of directors. The board of directors shall have authority to fix the compensation of directors. The directors shall elect annually from their own number a president of the board or a chairman of the board; and one or more vice-presidents of the board, vice-chairmen of the board or both. They may also elect or appoint annually (i) a president of the cooperative, (ii) one or more vice-presidents of the cooperative, (iii) a secretary, (iv) a treasurer, and (v) such other officers as the board deems necessary. No person shall hold any office unless that person is a director or employee of the cooperative. The offices of secretary and treasurer may be held by the same person.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":52718,"edition_id":2,"name":"Utility Consumer Services Cooperatives Act","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":52717,"metadata":{"child_laws":26,"child_structures":0},"date_created":"2026-08-02 03:03:30","date_modified":"2026-08-02 12:35:37","permalink":{"id":1478327,"object_type":"structure","relational_id":52718,"identifier":"1","token":"56\/9.1\/1","url":"\/56\/9.1\/1\/","edition_id":2,"permalink":0,"preferred":1}},{"id":52717,"edition_id":2,"name":"Utility Consumer Services Cooperatives and Utility Aggregation Cooperatives","identifier":"9.1","label":"chapter","depth":2,"order_by":11,"parent_id":52702,"metadata":{"child_laws":43,"child_structures":2},"date_created":"2026-08-02 03:03:30","date_modified":"2026-08-02 12:35:37","permalink":{"id":1478325,"object_type":"structure","relational_id":52717,"identifier":"9.1","token":"56\/9.1","url":"\/56\/9.1\/","edition_id":2,"permalink":0,"preferred":1}},{"id":52702,"edition_id":2,"name":"Public Service Companies","identifier":"56","label":"title","depth":1,"order_by":121,"parent_id":null,"metadata":{"child_laws":710,"child_structures":93},"date_created":"2026-08-02 03:03:25","date_modified":"2026-08-02 12:35:34","permalink":{"id":1475475,"object_type":"structure","relational_id":52702,"identifier":"56","token":"56","url":"\/56\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":370097,"structure_id":52718,"section_number":"56-231.15","catch_line":"Definitions","url":"\/56-231.15\/","token":"56\/9.1\/1\/56-231.15","metadata":false},{"id":370098,"structure_id":52718,"section_number":"56-231.16","catch_line":"Organization; purpose","url":"\/56-231.16\/","token":"56\/9.1\/1\/56-231.16","metadata":false},{"id":370099,"structure_id":52718,"section_number":"56-231.17","catch_line":"Articles of incorporation","url":"\/56-231.17\/","token":"56\/9.1\/1\/56-231.17","metadata":false},{"id":370100,"structure_id":52718,"section_number":"56-231.18","catch_line":"Name of other corporations not to include term \"electric cooperative\" or \"utility consumer services cooperative.\"","url":"\/56-231.18\/","token":"56\/9.1\/1\/56-231.18","metadata":false},{"id":370101,"structure_id":52718,"section_number":"56-231.19","catch_line":"Filing articles of incorporation; effect thereof; other provisions of law applicable","url":"\/56-231.19\/","token":"56\/9.1\/1\/56-231.19","metadata":false},{"id":370102,"structure_id":52718,"section_number":"56-231.20","catch_line":"Repealed","url":"\/56-231.20\/","token":"56\/9.1\/1\/56-231.20","metadata":false},{"id":370103,"structure_id":52718,"section_number":"56-231.21","catch_line":"Dissolution and termination of cooperatives","url":"\/56-231.21\/","token":"56\/9.1\/1\/56-231.21","metadata":false},{"id":370104,"structure_id":52718,"section_number":"56-231.22","catch_line":"Charter amendments","url":"\/56-231.22\/","token":"56\/9.1\/1\/56-231.22","metadata":false},{"id":370105,"structure_id":52718,"section_number":"56-231.23","catch_line":"General powers granted","url":"\/56-231.23\/","token":"56\/9.1\/1\/56-231.23","metadata":false},{"id":370106,"structure_id":52718,"section_number":"56-231.24","catch_line":"Power to dispose of property","url":"\/56-231.24\/","token":"56\/9.1\/1\/56-231.24","metadata":false},{"id":370107,"structure_id":52718,"section_number":"56-231.25","catch_line":"Power to issue obligations","url":"\/56-231.25\/","token":"56\/9.1\/1\/56-231.25","metadata":false},{"id":370108,"structure_id":52718,"section_number":"56-231.26","catch_line":"Covenants in connection with obligations","url":"\/56-231.26\/","token":"56\/9.1\/1\/56-231.26","metadata":false},{"id":370109,"structure_id":52718,"section_number":"56-231.27","catch_line":"Power to purchase its own obligations","url":"\/56-231.27\/","token":"56\/9.1\/1\/56-231.27","metadata":false},{"id":370110,"structure_id":52718,"section_number":"56-231.28","catch_line":"Board of directors of cooperatives","url":"\/56-231.28\/","token":"56\/9.1\/1\/56-231.28","metadata":false},{"id":370111,"structure_id":52718,"section_number":"56-231.29","catch_line":"Powers of board of directors","url":"\/56-231.29\/","token":"56\/9.1\/1\/56-231.29","metadata":false},{"id":370112,"structure_id":52718,"section_number":"56-231.30","catch_line":"Rights and liabilities of members","url":"\/56-231.30\/","token":"56\/9.1\/1\/56-231.30","metadata":false},{"id":370113,"structure_id":52718,"section_number":"56-231.31","catch_line":"Payment of certain patronage capital to spouse or next of kin of deceased person","url":"\/56-231.31\/","token":"56\/9.1\/1\/56-231.31","metadata":false},{"id":370114,"structure_id":52718,"section_number":"56-231.31:1","catch_line":"Donation of certain patronage capital to the cooperative","url":"\/56-231.31_1\/","token":"56\/9.1\/1\/56-231.31_1","metadata":false},{"id":370115,"structure_id":52718,"section_number":"56-231.32","catch_line":"Service to members","url":"\/56-231.32\/","token":"56\/9.1\/1\/56-231.32","metadata":false},{"id":370116,"structure_id":52718,"section_number":"56-231.33","catch_line":"Adequate service; rates","url":"\/56-231.33\/","token":"56\/9.1\/1\/56-231.33","metadata":false},{"id":370117,"structure_id":52718,"section_number":"56-231.34","catch_line":"Regulation by Commission","url":"\/56-231.34\/","token":"56\/9.1\/1\/56-231.34","metadata":false},{"id":370118,"structure_id":52718,"section_number":"56-231.34:1","catch_line":"Separation of regulated and unregulated businesses","url":"\/56-231.34_1\/","token":"56\/9.1\/1\/56-231.34_1","metadata":false},{"id":370119,"structure_id":52718,"section_number":"56-231.34:2","catch_line":"Right of action; violation of rules or regulations","url":"\/56-231.34_2\/","token":"56\/9.1\/1\/56-231.34_2","metadata":false},{"id":370120,"structure_id":52718,"section_number":"56-231.35","catch_line":"Charter fees, etc","url":"\/56-231.35\/","token":"56\/9.1\/1\/56-231.35","metadata":false},{"id":370121,"structure_id":52718,"section_number":"56-231.36","catch_line":"Construction of article; conflicting laws","url":"\/56-231.36\/","token":"56\/9.1\/1\/56-231.36","metadata":false},{"id":370122,"structure_id":52718,"section_number":"56-231.37","catch_line":"How article cited","url":"\/56-231.37\/","token":"56\/9.1\/1\/56-231.37","metadata":false}],"previous_section":{"id":370109,"structure_id":52718,"section_number":"56-231.27","catch_line":"Power to purchase its own obligations","url":"\/56-231.27\/","token":"56\/9.1\/1\/56-231.27","metadata":false},"next_section":{"id":370111,"structure_id":52718,"section_number":"56-231.29","catch_line":"Powers of board of directors","url":"\/56-231.29\/","token":"56\/9.1\/1\/56-231.29","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/56-231.28\/","history_text":"

This law was first created in 1999. The record of its establishment is cataloged in chapter 874<\/a> 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. 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 2000, chapters 944<\/a> and 999<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1478381,"object_type":"law","relational_id":370110,"identifier":"56-231.28","token":"56\/9.1\/1\/56-231.28","url":"\/56-231.28\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/56-231.28\/","token":"56\/9.1\/1\/56-231.28","dublin_core":{"Title":"Board of directors of cooperatives","Type":"Text","Format":"text\/html","Identifier":"\u00a7 56-231.28","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Each cooperative<\/span> shall have a board<\/span> of directors of five or more members<\/span>, which board<\/span> shall constitute the governing body of the cooperative<\/span>. Only members<\/span> and the officers, directors or employees of any member<\/span> shall be eligible for election to the board<\/span> of directors. The directors, other than those named in the articles of incorporation, shall be elected annually by the members<\/span> entitled to vote, unless the bylaws provide that, in lieu of electing the whole number of directors annually, the directors shall be divided into two, three or four classes at the first or any subsequent annual meeting. If the bylaws so provide, each class shall be as nearly equal in number as possible, with the term of office of one class to expire every year. If the number of classes changes, then the board<\/span> of directors shall have authority to determine how directors will be allocated among the new number of classes, provided that no director’s term will exceed, without reelection, a number of years equal to the number of classes of directors. The board<\/span> of directors shall have authority to fix the compensation of directors. The directors shall elect annually from their own number a president of the board<\/span> or a chairman of the board<\/span>; and one or more vice-presidents of the board<\/span>, vice-chairmen of the board<\/span> or both. They may also elect or appoint annually (i) a president of the cooperative<\/span>, (ii) one or more vice-presidents of the cooperative<\/span>, (iii) a secretary, (iv) a treasurer, and (v) such other officers as the board<\/span> deems necessary. No person<\/span> shall hold any office unless that person<\/span> is a director or employee of the cooperative<\/span>. The offices of secretary and treasurer may be held by the same person<\/span>.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nBOARD OF DIRECTORS OF COOPERATIVES (\u00a7 56-231.28)\n\nEach cooperative shall have a board of directors of five or more members, which\nboard shall constitute the governing body of the cooperative. Only members and\nthe officers, directors or employees of any member shall be eligible for\nelection to the board of directors. The directors, other than those named in the\narticles of incorporation, shall be elected annually by the members entitled to\nvote, unless the bylaws provide that, in lieu of electing the whole number of\ndirectors annually, the directors shall be divided into two, three or four\nclasses at the first or any subsequent annual meeting. If the bylaws so provide,\neach class shall be as nearly equal in number as possible, with the term of\noffice of one class to expire every year. If the number of classes changes, then\nthe board of directors shall have authority to determine how directors will be\nallocated among the new number of classes, provided that no director’s\nterm will exceed, without reelection, a number of years equal to the number of\nclasses of directors. The board of directors shall have authority to fix the\ncompensation of directors. The directors shall elect annually from their own\nnumber a president of the board or a chairman of the board; and one or more\nvice-presidents of the board, vice-chairmen of the board or both. They may also\nelect or appoint annually (i) a president of the cooperative, (ii) one or more\nvice-presidents of the cooperative, (iii) a secretary, (iv) a treasurer, and (v)\nsuch other officers as the board deems necessary. No person shall hold any\noffice unless that person is a director or employee of the cooperative. The\noffices of secretary and treasurer may be held by the same person.\n\nHISTORY: 1999, c. 874; 2000, cc. 944, 999.","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"}}