{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-351.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-351.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-351.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-351.html"}],"law_id":57441,"edition_id":1,"section_id":57441,"structure_id":15065,"section_number":"13.1-351","catch_line":"Qualifications of members; membership shares","history":"2020, c. 673.","full_text":"A\n\nThe articles of incorporation or bylaws of a worker cooperative shall establish qualifications for membership and procedures for acceptance and termination of members.B\n\nA worker cooperative’s qualifications and procedures shall require, among such other provisions established in its articles of incorporation or bylaws, that:1\n\nNo individual may be accepted as a member unless the individual is employed by the worker cooperative on a full-time or part-time basis at the time of acceptance;2\n\nNot fewer than two-thirds of the employees of any worker cooperative shall be individuals who are members of the worker cooperative; and3\n\nNo person may own more than one membership share issued by the worker cooperative.C\n\nAn individual accepted as a member shall cease to be a member upon termination of employment with the worker cooperative except that the articles of incorporation or the bylaws may provide that an individual who retires from employment may continue to be a member of the worker cooperative without voting rights subject to terms and conditions as may be provided in the articles of incorporation or bylaws. The articles of incorporation or the bylaws shall require that (i) a retired member’s membership share shall be converted to another class of shares that has no voting power and (ii) nonvoting shares may only be acquired by the conversion of membership shares to another class of shares without voting power upon their owner’s retirement or upon such other event specified in the worker cooperative’s articles of incorporation or bylaws.D\n\nA worker cooperative shall issue a class of voting shares designated as membership shares. Each member of a worker cooperative shall be issued a membership share upon payment of a membership fee, the amount of which shall be determined from time to time by the board of directors. Each member shall own only one membership share. Only members employed by the worker cooperative may own a membership share. The redemption price of membership shares shall be determined by reference to internal capital accounts established as set forth in § 13.1-354.E\n\nMembers of a worker cooperative shall have all the rights and responsibilities of shareholders of a corporation organized under Chapter 9 (§ 13.1-601) except as otherwise provided in this article. No member shall be personally liable for any debt or liability of the worker cooperative.","order_by":null,"text":{"0":{"id":210473,"text":"The articles of incorporation or bylaws of a worker cooperative shall establish qualifications for membership and procedures for acceptance and termination of members.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":210474,"text":"A worker cooperative’s qualifications and procedures shall require, among such other provisions established in its articles of incorporation or bylaws, that:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":210475,"text":"No individual may be accepted as a member unless the individual is employed by the worker cooperative on a full-time or part-time basis at the time of acceptance;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":210476,"text":"Not fewer than two-thirds of the employees of any worker cooperative shall be individuals who are members of the worker cooperative; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":210477,"text":"No person may own more than one membership share issued by the worker cooperative.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":210478,"text":"An individual accepted as a member shall cease to be a member upon termination of employment with the worker cooperative except that the articles of incorporation or the bylaws may provide that an individual who retires from employment may continue to be a member of the worker cooperative without voting rights subject to terms and conditions as may be provided in the articles of incorporation or bylaws. The articles of incorporation or the bylaws shall require that (i) a retired member’s membership share shall be converted to another class of shares that has no voting power and (ii) nonvoting shares may only be acquired by the conversion of membership shares to another class of shares without voting power upon their owner’s retirement or upon such other event specified in the worker cooperative’s articles of incorporation or bylaws.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"D"},"6":{"id":210479,"text":"A worker cooperative shall issue a class of voting shares designated as membership shares. Each member of a worker cooperative shall be issued a membership share upon payment of a membership fee, the amount of which shall be determined from time to time by the board of directors. Each member shall own only one membership share. Only members employed by the worker cooperative may own a membership share. The redemption price of membership shares shall be determined by reference to internal capital accounts established as set forth in § 13.1-354.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"7":{"id":210480,"text":"Members of a worker cooperative shall have all the rights and responsibilities of shareholders of a corporation organized under Chapter 9 (§ 13.1-601) except as otherwise provided in this article. No member shall be personally liable for any debt or liability of the worker cooperative.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":15065,"edition_id":1,"name":"Worker Cooperatives","identifier":"3","label":"article","depth":3,"order_by":1,"parent_id":13350,"metadata":{},"date_created":"2026-06-26 03:51:55","date_modified":"2026-06-26 03:51:55","permalink":{"id":149725,"object_type":"structure","relational_id":15065,"identifier":"3","token":"13.1\/3\/3","url":"\/13.1\/3\/3\/","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":81172,"structure_id":15065,"section_number":"13.1-346","catch_line":"Definitions","url":"\/13.1-346\/","token":"13.1\/3\/3\/13.1-346","metadata":false},{"id":65277,"structure_id":15065,"section_number":"13.1-347","catch_line":"Formation of worker cooperative; purpose","url":"\/13.1-347\/","token":"13.1\/3\/3\/13.1-347","metadata":false},{"id":76974,"structure_id":15065,"section_number":"13.1-348","catch_line":"Name","url":"\/13.1-348\/","token":"13.1\/3\/3\/13.1-348","metadata":false},{"id":66139,"structure_id":15065,"section_number":"13.1-349","catch_line":"Application of other laws","url":"\/13.1-349\/","token":"13.1\/3\/3\/13.1-349","metadata":false},{"id":71172,"structure_id":15065,"section_number":"13.1-350","catch_line":"Revocation of election to be governed as worker cooperative; limitation on mergers","url":"\/13.1-350\/","token":"13.1\/3\/3\/13.1-350","metadata":false},{"id":57441,"structure_id":15065,"section_number":"13.1-351","catch_line":"Qualifications of members; membership shares","url":"\/13.1-351\/","token":"13.1\/3\/3\/13.1-351","metadata":false},{"id":72812,"structure_id":15065,"section_number":"13.1-352","catch_line":"Voting rights","url":"\/13.1-352\/","token":"13.1\/3\/3\/13.1-352","metadata":false},{"id":65842,"structure_id":15065,"section_number":"13.1-353","catch_line":"Net earnings or losses; apportionment, distribution, and payment","url":"\/13.1-353\/","token":"13.1\/3\/3\/13.1-353","metadata":false},{"id":77179,"structure_id":15065,"section_number":"13.1-354","catch_line":"Internal capital accounts; redemption of shares; collective reserve account","url":"\/13.1-354\/","token":"13.1\/3\/3\/13.1-354","metadata":false},{"id":85249,"structure_id":15065,"section_number":"13.1-355","catch_line":"Internal capital accounting","url":"\/13.1-355\/","token":"13.1\/3\/3\/13.1-355","metadata":false}],"previous_section":{"id":71172,"structure_id":15065,"section_number":"13.1-350","catch_line":"Revocation of election to be governed as worker cooperative; limitation on mergers","url":"\/13.1-350\/","token":"13.1\/3\/3\/13.1-350","metadata":false},"next_section":{"id":72812,"structure_id":15065,"section_number":"13.1-352","catch_line":"Voting rights","url":"\/13.1-352\/","token":"13.1\/3\/3\/13.1-352","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-351\/","history_text":"

This law was first created in 2020. The record of its establishment is cataloged in chapter 673<\/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.<\/p>","references":false,"refers_to":[{"id":62759,"section_number":"13.1-601","catch_line":"Short title","order_by":null,"url":"\/13.1-601\/"}],"permalink":{"id":149747,"object_type":"law","relational_id":57441,"identifier":"13.1-351","token":"13.1\/3\/3\/13.1-351","url":"\/13.1-351\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-351\/","token":"13.1\/3\/3\/13.1-351","dublin_core":{"Title":"Qualifications of members; membership shares","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-351","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The articles of incorporation or bylaws of a worker cooperative<\/span> shall establish qualifications for membership and procedures for acceptance and termination of members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A worker cooperative<\/span>’s qualifications and procedures shall require, among such other provisions established in its articles of incorporation or bylaws, that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> No individual may be accepted as a member<\/span> unless the individual is employed by the worker cooperative<\/span> on a full-time or part-time basis at the time of acceptance; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Not fewer than two-thirds of the employees of any worker cooperative<\/span> shall be individuals who are members<\/span> of the worker cooperative<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> No person may own more than one membership share issued by the worker cooperative<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> An individual accepted as a member<\/span> shall cease to be a member<\/span> upon termination of employment with the worker cooperative<\/span> except that the articles of incorporation or the bylaws may provide that an individual who retires from employment may continue to be a member<\/span> of the worker cooperative<\/span> without voting rights subject to terms and conditions as may be provided in the articles of incorporation or bylaws. The articles of incorporation or the bylaws shall require that (i) a retired member<\/span>’s membership share shall be converted to another class of shares that has no voting power and (ii) nonvoting shares may only be acquired by the conversion of membership shares to another class of shares without voting power upon their owner’s retirement or upon such other event specified in the worker cooperative<\/span>’s articles of incorporation or bylaws. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A worker cooperative<\/span> shall issue<\/span> a class of voting shares designated as membership shares. Each member<\/span> of a worker cooperative<\/span> shall be issued a membership share upon payment of a membership fee<\/span>, the amount of which shall be determined from time to time by the board of directors. Each member<\/span> shall own only one membership share. Only members<\/span> employed by the worker cooperative<\/span> may own a membership share. The redemption<\/span> price of membership shares shall be determined by reference to internal capital accounts established as set forth in § 13.1-354<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Members<\/span> of a worker cooperative<\/span> shall have all the rights and responsibilities of shareholders of a corporation organized under Chapter 9 (§ 13.1-601<\/a>) except as otherwise provided in this article. No member<\/span> shall be personally liable for any debt or liability of the worker cooperative<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nQUALIFICATIONS OF MEMBERS; MEMBERSHIP SHARES (\u00a7 13.1-351)\n\nA. The articles of incorporation or bylaws of a worker cooperative shall\nestablish qualifications for membership and procedures for acceptance and\ntermination of members.\n\nB. A worker cooperative’s qualifications and procedures shall require,\namong such other provisions established in its articles of incorporation or\nbylaws, that:\n\n 1. No individual may be accepted as a member unless the individual is employed\n by the worker cooperative on a full-time or part-time basis at the time of\n acceptance;\n\n 2. Not fewer than two-thirds of the employees of any worker cooperative shall\n be individuals who are members of the worker cooperative; and\n\n 3. No person may own more than one membership share issued by the worker\n cooperative.\n\nC. An individual accepted as a member shall cease to be a member upon\ntermination of employment with the worker cooperative except that the articles\nof incorporation or the bylaws may provide that an individual who retires from\nemployment may continue to be a member of the worker cooperative without voting\nrights subject to terms and conditions as may be provided in the articles of\nincorporation or bylaws. The articles of incorporation or the bylaws shall\nrequire that (i) a retired member’s membership share shall be converted to\nanother class of shares that has no voting power and (ii) nonvoting shares may\nonly be acquired by the conversion of membership shares to another class of\nshares without voting power upon their owner’s retirement or upon such\nother event specified in the worker cooperative’s articles of\nincorporation or bylaws.\n\nD. A worker cooperative shall issue a class of voting shares designated as\nmembership shares. Each member of a worker cooperative shall be issued a\nmembership share upon payment of a membership fee, the amount of which shall be\ndetermined from time to time by the board of directors. Each member shall own\nonly one membership share. Only members employed by the worker cooperative may\nown a membership share. The redemption price of membership shares shall be\ndetermined by reference to internal capital accounts established as set forth in\n§ 13.1-354.\n\nE. Members of a worker cooperative shall have all the rights and\nresponsibilities of shareholders of a corporation organized under Chapter 9\n(§ 13.1-601) except as otherwise provided in this article. No member shall\nbe personally liable for any debt or liability of the worker cooperative.\n\nHISTORY: 2020, c. 673.","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}}