{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-340.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-340.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-340.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-340.html"}],"law_id":73845,"edition_id":1,"section_id":73845,"structure_id":13351,"section_number":"13.1-340","catch_line":"Sale, mortgage or other disposition of assets","history":"1956, c. 428.","full_text":"The sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of an association, when made in the usual and regular course of the business of the association, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as shall be authorized by its board of directors; and in such case no authorization or consent of the members shall be required.\n\t\tUnless otherwise provided in the articles of incorporation, a mortgage or pledge of all or any part of the property and assets, with or without the goodwill, of an association, though not made in usual and regular course of its business, may be made for money upon such terms and conditions as shall be authorized by its board of directors and no authorization or consent of members shall be required.\n\t\tA sale, lease or exchange, or a mortgage or pledge for a consideration other than money, of all, or substantially all, the property and assets, with or without the goodwill, of an association, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as may be authorized in the following manner:\n\t\tThe board of directors shall adopt a resolution recommending such sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the association shall be given to each member entitled to vote at such meeting, at least ten days prior to such meeting. At such meeting the members may authorize such sale, lease, exchange, mortgage, pledge or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the association therefor. Such authorization shall require the vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. After such authorization by a vote of members, the board of directors, nevertheless in its discretion, may abandon such sale, lease, exchange, mortgage, pledge or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.","order_by":null,"text":{"0":{"id":265529,"text":"The sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of an association, when made in the usual and regular course of the business of the association, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as shall be authorized by its board of directors; and in such case no authorization or consent of the members shall be required.\n\t\tUnless otherwise provided in the articles of incorporation, a mortgage or pledge of all or any part of the property and assets, with or without the goodwill, of an association, though not made in usual and regular course of its business, may be made for money upon such terms and conditions as shall be authorized by its board of directors and no authorization or consent of members shall be required.\n\t\tA sale, lease or exchange, or a mortgage or pledge for a consideration other than money, of all, or substantially all, the property and assets, with or without the goodwill, of an association, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as may be authorized in the following manner:\n\t\tThe board of directors shall adopt a resolution recommending such sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the association shall be given to each member entitled to vote at such meeting, at least ten days prior to such meeting. At such meeting the members may authorize such sale, lease, exchange, mortgage, pledge or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the association therefor. Such authorization shall require the vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. After such authorization by a vote of members, the board of directors, nevertheless in its discretion, may abandon such sale, lease, exchange, mortgage, pledge or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":13351,"edition_id":1,"name":"Agricultural Cooperative Associations","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":13350,"metadata":{},"date_created":"2026-06-26 03:44:41","date_modified":"2026-06-26 03:44:41","permalink":{"id":149583,"object_type":"structure","relational_id":13351,"identifier":"2","token":"13.1\/3\/2","url":"\/13.1\/3\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13350,"edition_id":1,"name":"Cooperative Associations","identifier":"3","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:41","date_modified":"2026-06-26 03:44:41","permalink":{"id":149519,"object_type":"structure","relational_id":13350,"identifier":"3","token":"13.1\/3","url":"\/13.1\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":81376,"structure_id":13351,"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":64545,"structure_id":13351,"section_number":"13.1-313","catch_line":"Definitions","url":"\/13.1-313\/","token":"13.1\/3\/2\/13.1-313","metadata":false},{"id":81035,"structure_id":13351,"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":80157,"structure_id":13351,"section_number":"13.1-315","catch_line":"Purposes","url":"\/13.1-315\/","token":"13.1\/3\/2\/13.1-315","metadata":false},{"id":61166,"structure_id":13351,"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":61597,"structure_id":13351,"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":61590,"structure_id":13351,"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":81534,"structure_id":13351,"section_number":"13.1-319","catch_line":"Bylaws","url":"\/13.1-319\/","token":"13.1\/3\/2\/13.1-319","metadata":false},{"id":76905,"structure_id":13351,"section_number":"13.1-320","catch_line":"Powers","url":"\/13.1-320\/","token":"13.1\/3\/2\/13.1-320","metadata":false},{"id":68555,"structure_id":13351,"section_number":"13.1-321","catch_line":"Members","url":"\/13.1-321\/","token":"13.1\/3\/2\/13.1-321","metadata":false},{"id":75053,"structure_id":13351,"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":71686,"structure_id":13351,"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":54614,"structure_id":13351,"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":62644,"structure_id":13351,"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":58660,"structure_id":13351,"section_number":"13.1-326","catch_line":"Officers generally","url":"\/13.1-326\/","token":"13.1\/3\/2\/13.1-326","metadata":false},{"id":82331,"structure_id":13351,"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":72649,"structure_id":13351,"section_number":"13.1-328","catch_line":"Referendum","url":"\/13.1-328\/","token":"13.1\/3\/2\/13.1-328","metadata":false},{"id":80375,"structure_id":13351,"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":56154,"structure_id":13351,"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":73115,"structure_id":13351,"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":65997,"structure_id":13351,"section_number":"13.1-332","catch_line":"Voluntary dissolution","url":"\/13.1-332\/","token":"13.1\/3\/2\/13.1-332","metadata":false},{"id":66148,"structure_id":13351,"section_number":"13.1-333","catch_line":"Repealed","url":"\/13.1-333\/","token":"13.1\/3\/2\/13.1-333","metadata":false},{"id":64470,"structure_id":13351,"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":59958,"structure_id":13351,"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":71004,"structure_id":13351,"section_number":"13.1-335","catch_line":"Saving clause","url":"\/13.1-335\/","token":"13.1\/3\/2\/13.1-335","metadata":false},{"id":81965,"structure_id":13351,"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":70364,"structure_id":13351,"section_number":"13.1-337","catch_line":"Foreign associations","url":"\/13.1-337\/","token":"13.1\/3\/2\/13.1-337","metadata":false},{"id":56693,"structure_id":13351,"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":68676,"structure_id":13351,"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":73845,"structure_id":13351,"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":69612,"structure_id":13351,"section_number":"13.1-341","catch_line":"Taxes","url":"\/13.1-341\/","token":"13.1\/3\/2\/13.1-341","metadata":false},{"id":77835,"structure_id":13351,"section_number":"13.1-342","catch_line":"Reserved","url":"\/13.1-342\/","token":"13.1\/3\/2\/13.1-342","metadata":false},{"id":79203,"structure_id":13351,"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":81919,"structure_id":13351,"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":54331,"structure_id":13351,"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":68676,"structure_id":13351,"section_number":"13.1-339","catch_line":"Merger or consolidation","url":"\/13.1-339\/","token":"13.1\/3\/2\/13.1-339","metadata":false},"next_section":{"id":69612,"structure_id":13351,"section_number":"13.1-341","catch_line":"Taxes","url":"\/13.1-341\/","token":"13.1\/3\/2\/13.1-341","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-340\/","history_text":"<p>This law was first created in 1956. The record of its establishment is cataloged in chapter 428 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 1956 \u201cActs\u201d aren\u2019t available online.<\/p>","references":false,"refers_to":false,"permalink":{"id":149701,"object_type":"law","relational_id":73845,"identifier":"13.1-340","token":"13.1\/3\/2\/13.1-340","url":"\/13.1-340\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-340\/","token":"13.1\/3\/2\/13.1-340","dublin_core":{"Title":"Sale, mortgage or other disposition of assets","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-340","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section><p>The sale, lease, exchange, mortgage, pledge or other <span class=\"dictionary\">disposition<\/span> of all, or substantially all, the property and <span class=\"dictionary\">assets<\/span> of an association, when made in the usual and regular course of the business of the association, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as shall be authorized by its board of directors; and in such case no authorization or consent of the members shall be required.\n\t\tUnless otherwise provided in the articles of incorporation, a mortgage or pledge of all or any part of the property and <span class=\"dictionary\">assets<\/span>, with or without the goodwill, of an association, though not made in usual and regular course of its business, may be made for money upon such terms and conditions as shall be authorized by its board of directors and no authorization or consent of members shall be required.\n\t\tA sale, lease or exchange, or a mortgage or pledge for a consideration other than money, of all, or substantially all, the property and <span class=\"dictionary\">assets<\/span>, with or without the goodwill, of an association, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as may be authorized in the following manner:\n\t\tThe board of directors shall adopt a resolution recommending such sale, lease, exchange, mortgage, pledge or other <span class=\"dictionary\">disposition<\/span> and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge or other <span class=\"dictionary\">disposition<\/span> of all, or substantially all, the property and <span class=\"dictionary\">assets<\/span> of the association shall be given to each member entitled to vote at such meeting, at least ten days prior to such meeting. At such meeting the members may authorize such sale, lease, exchange, mortgage, pledge or other <span class=\"dictionary\">disposition<\/span> and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the association therefor. Such authorization shall require the vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. After such authorization by a vote of members, the board of directors, nevertheless in its discretion, may abandon such sale, lease, exchange, mortgage, pledge or other <span class=\"dictionary\">disposition<\/span> of <span class=\"dictionary\">assets<\/span>, subject to the rights of third parties under any <span class=\"dictionary\">contracts<\/span> relating thereto, without further action or approval by members.<\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nSALE, MORTGAGE OR OTHER DISPOSITION OF ASSETS (\u00a7 13.1-340)\n\nThe sale, lease, exchange, mortgage, pledge or other disposition of all, or\nsubstantially all, the property and assets of an association, when made in the\nusual and regular course of the business of the association, may be made upon\nsuch terms and conditions and for such consideration, which may consist in whole\nor in part of money or property, real or personal, including shares of any other\ncorporation, domestic or foreign, as shall be authorized by its board of\ndirectors; and in such case no authorization or consent of the members shall be\nrequired.\n\t\tUnless otherwise provided in the articles of incorporation, a mortgage or\npledge of all or any part of the property and assets, with or without the\ngoodwill, of an association, though not made in usual and regular course of its\nbusiness, may be made for money upon such terms and conditions as shall be\nauthorized by its board of directors and no authorization or consent of members\nshall be required.\n\t\tA sale, lease or exchange, or a mortgage or pledge for a consideration other\nthan money, of all, or substantially all, the property and assets, with or\nwithout the goodwill, of an association, if not made in the usual and regular\ncourse of its business, may be made upon such terms and conditions and for such\nconsideration, which may consist in whole or in part of money or property, real\nor personal, including shares of any other corporation, domestic or foreign, as\nmay be authorized in the following manner:\n\t\tThe board of directors shall adopt a resolution recommending such sale, lease,\nexchange, mortgage, pledge or other disposition and directing that it be\nsubmitted to a vote at a meeting of members having voting rights, which may be\neither an annual or a special meeting. Written notice stating that the purpose,\nor one of the purposes, of such meeting is to consider the sale, lease,\nexchange, mortgage, pledge or other disposition of all, or substantially all,\nthe property and assets of the association shall be given to each member\nentitled to vote at such meeting, at least ten days prior to such meeting. At\nsuch meeting the members may authorize such sale, lease, exchange, mortgage,\npledge or other disposition and may fix, or may authorize the board of directors\nto fix, any or all of the terms and conditions thereof and the consideration to\nbe received by the association therefor. Such authorization shall require the\nvote of at least two-thirds of the votes entitled to be cast by members present\nor represented by proxy at such meeting. After such authorization by a vote of\nmembers, the board of directors, nevertheless in its discretion, may abandon\nsuch sale, lease, exchange, mortgage, pledge or other disposition of assets,\nsubject to the rights of third parties under any contracts relating thereto,\nwithout further action or approval by members.\n\nHISTORY: 1956, c. 428.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}