{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/56-231.44.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/56-231.44.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/56-231.44.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/56-231.44.html"}],"law_id":84311,"edition_id":1,"section_id":84311,"structure_id":13183,"section_number":"56-231.44","catch_line":"Board of directors","history":"1999, c. 874; 2000, cc. 944, 999.","full_text":"A\n\nEach cooperative shall have a board of directors consisting of at least five directors, which shall constitute the governing body of such cooperative. The board, other than those named in the articles of incorporation, shall be elected annually by the members. The bylaws may provide in lieu of electing the whole number of directors annually, that the directors may be divided into classes and that the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he or she is elected and until his or her successor is elected except in cases of ex officio directors.\n\t\t\tThe directors shall be elected by the members of the cooperative. At a minimum, there shall be at least one director elected from the membership, officers, directors or employees of each member of the cooperative that is itself a cooperative subject to any article of this chapter. Additional directors may be elected from the membership, from the members, officers, directors or employees of any member of the cooperative, or from employees of the cooperative. The board of directors shall have the authority to fix the compensation of the directors.B\n\nThe board of directors of a cooperative shall have the power to do all things necessary or incidental in conducting the business of such cooperative, including, but not limited to the power:1\n\nTo adopt and amend bylaws for the management and regulation of the affairs of such cooperative unless otherwise provided in the articles of incorporation or bylaws, subject to the rights of the members to alter or repeal such bylaws. The bylaws of a cooperative may make provisions not inconsistent with law or its articles of incorporation, regulating:\n\t\t\t\ta. The admission, suspension or expulsion of members;\n\t\t\t\tb. The transfer or classification of membership;\n\t\t\t\tc. The fees and dues of members and the termination of membership on nonpayment of dues;\n\t\t\t\td. The number, times and manner of choosing or electing, qualifications, terms of office, official designations, powers, duties and compensation of its directors and officers;\n\t\t\t\te. The filling of a vacancy in the board or in any office;\n\t\t\t\tf. The number of board members or member-delegates constituting a quorum at meetings;\n\t\t\t\tg. The date of the annual meeting and the giving of notice thereof and the holding of special meetings and the giving of notice thereof;\n\t\t\t\th. The terms and conditions upon which such cooperative is to render service to its members;\n\t\t\t\ti. The disposition of capital contributions; and\n\t\t\t\tj. The establishment of classes of membership, the qualifications therefor and the rights and obligations thereof.2\n\nTo appoint agents and employees and to fix their compensation and the compensation of the officers of the cooperative.3\n\nTo execute all instruments.4\n\nTo make its own rules and regulations as to its procedure.","order_by":null,"text":{"0":{"id":302225,"text":"Each cooperative shall have a board of directors consisting of at least five directors, which shall constitute the governing body of such cooperative. The board, other than those named in the articles of incorporation, shall be elected annually by the members. The bylaws may provide in lieu of electing the whole number of directors annually, that the directors may be divided into classes and that the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he or she is elected and until his or her successor is elected except in cases of ex officio directors.\n\t\t\tThe directors shall be elected by the members of the cooperative. At a minimum, there shall be at least one director elected from the membership, officers, directors or employees of each member of the cooperative that is itself a cooperative subject to any article of this chapter. Additional directors may be elected from the membership, from the members, officers, directors or employees of any member of the cooperative, or from employees of the cooperative. The board of directors shall have the authority to fix the compensation of the directors.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":302226,"text":"The board of directors of a cooperative shall have the power to do all things necessary or incidental in conducting the business of such cooperative, including, but not limited to the power:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":302227,"text":"To adopt and amend bylaws for the management and regulation of the affairs of such cooperative unless otherwise provided in the articles of incorporation or bylaws, subject to the rights of the members to alter or repeal such bylaws. The bylaws of a cooperative may make provisions not inconsistent with law or its articles of incorporation, regulating:\n\t\t\t\ta. The admission, suspension or expulsion of members;\n\t\t\t\tb. The transfer or classification of membership;\n\t\t\t\tc. The fees and dues of members and the termination of membership on nonpayment of dues;\n\t\t\t\td. The number, times and manner of choosing or electing, qualifications, terms of office, official designations, powers, duties and compensation of its directors and officers;\n\t\t\t\te. The filling of a vacancy in the board or in any office;\n\t\t\t\tf. The number of board members or member-delegates constituting a quorum at meetings;\n\t\t\t\tg. The date of the annual meeting and the giving of notice thereof and the holding of special meetings and the giving of notice thereof;\n\t\t\t\th. The terms and conditions upon which such cooperative is to render service to its members;\n\t\t\t\ti. The disposition of capital contributions; and\n\t\t\t\tj. The establishment of classes of membership, the qualifications therefor and the rights and obligations thereof.","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":302228,"text":"To appoint agents and employees and to fix their compensation and the compensation of the officers of the cooperative.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":302229,"text":"To execute all instruments.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":302230,"text":"To make its own rules and regulations as to its procedure.","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3"}},"ancestry":[{"id":13183,"edition_id":1,"name":"Utility Aggregation Cooperatives Act","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":13182,"metadata":{},"date_created":"2026-06-26 03:44:24","date_modified":"2026-06-26 03:44:24","permalink":{"id":251431,"object_type":"structure","relational_id":13183,"identifier":"2","token":"56\/9.1\/2","url":"\/56\/9.1\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13182,"edition_id":1,"name":"Utility Consumer Services Cooperatives and Utility Aggregation Cooperatives","identifier":"9.1","label":"chapter","depth":2,"order_by":1,"parent_id":12881,"metadata":{},"date_created":"2026-06-26 03:44:24","date_modified":"2026-06-26 03:44:24","permalink":{"id":251323,"object_type":"structure","relational_id":13182,"identifier":"9.1","token":"56\/9.1","url":"\/56\/9.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12881,"edition_id":1,"name":"Public Service Companies","identifier":"56","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:58","date_modified":"2026-06-26 03:43:58","permalink":{"id":248473,"object_type":"structure","relational_id":12881,"identifier":"56","token":"56","url":"\/56\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":66888,"structure_id":13183,"section_number":"56-231.38","catch_line":"Definitions","url":"\/56-231.38\/","token":"56\/9.1\/2\/56-231.38","metadata":false},{"id":87060,"structure_id":13183,"section_number":"56-231.39","catch_line":"Organization and purpose","url":"\/56-231.39\/","token":"56\/9.1\/2\/56-231.39","metadata":false},{"id":81119,"structure_id":13183,"section_number":"56-231.40","catch_line":"Names","url":"\/56-231.40\/","token":"56\/9.1\/2\/56-231.40","metadata":false},{"id":72635,"structure_id":13183,"section_number":"56-231.41","catch_line":"Articles of incorporation","url":"\/56-231.41\/","token":"56\/9.1\/2\/56-231.41","metadata":false},{"id":84810,"structure_id":13183,"section_number":"56-231.42","catch_line":"Bylaws","url":"\/56-231.42\/","token":"56\/9.1\/2\/56-231.42","metadata":false},{"id":87202,"structure_id":13183,"section_number":"56-231.43","catch_line":"Powers","url":"\/56-231.43\/","token":"56\/9.1\/2\/56-231.43","metadata":false},{"id":84311,"structure_id":13183,"section_number":"56-231.44","catch_line":"Board of directors","url":"\/56-231.44\/","token":"56\/9.1\/2\/56-231.44","metadata":false},{"id":64249,"structure_id":13183,"section_number":"56-231.45","catch_line":"Officers","url":"\/56-231.45\/","token":"56\/9.1\/2\/56-231.45","metadata":false},{"id":60554,"structure_id":13183,"section_number":"56-231.46","catch_line":"Members","url":"\/56-231.46\/","token":"56\/9.1\/2\/56-231.46","metadata":false},{"id":66528,"structure_id":13183,"section_number":"56-231.47","catch_line":"Adoption of article","url":"\/56-231.47\/","token":"56\/9.1\/2\/56-231.47","metadata":false},{"id":81005,"structure_id":13183,"section_number":"56-231.48","catch_line":"Applicability of other laws","url":"\/56-231.48\/","token":"56\/9.1\/2\/56-231.48","metadata":false},{"id":55354,"structure_id":13183,"section_number":"56-231.49","catch_line":"Restructuring costs","url":"\/56-231.49\/","token":"56\/9.1\/2\/56-231.49","metadata":false},{"id":77460,"structure_id":13183,"section_number":"56-231.50","catch_line":"Regulation by State Corporation Commission","url":"\/56-231.50\/","token":"56\/9.1\/2\/56-231.50","metadata":false},{"id":62015,"structure_id":13183,"section_number":"56-231.50:1","catch_line":"Separation of regulated and unregulated businesses","url":"\/56-231.50_1\/","token":"56\/9.1\/2\/56-231.50_1","metadata":false},{"id":54197,"structure_id":13183,"section_number":"56-231.50:2","catch_line":"Right of action; violation of rules or regulations","url":"\/56-231.50_2\/","token":"56\/9.1\/2\/56-231.50_2","metadata":false},{"id":60306,"structure_id":13183,"section_number":"56-231.51","catch_line":"Construction of article and conflicting laws","url":"\/56-231.51\/","token":"56\/9.1\/2\/56-231.51","metadata":false},{"id":80704,"structure_id":13183,"section_number":"56-231.52","catch_line":"Citation to article","url":"\/56-231.52\/","token":"56\/9.1\/2\/56-231.52","metadata":false}],"previous_section":{"id":87202,"structure_id":13183,"section_number":"56-231.43","catch_line":"Powers","url":"\/56-231.43\/","token":"56\/9.1\/2\/56-231.43","metadata":false},"next_section":{"id":64249,"structure_id":13183,"section_number":"56-231.45","catch_line":"Officers","url":"\/56-231.45\/","token":"56\/9.1\/2\/56-231.45","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/56-231.44\/","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":251457,"object_type":"law","relational_id":84311,"identifier":"56-231.44","token":"56\/9.1\/2\/56-231.44","url":"\/56-231.44\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/56-231.44\/","token":"56\/9.1\/2\/56-231.44","dublin_core":{"Title":"Board of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 56-231.44","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Each cooperative<\/span> shall have a board<\/span> of directors consisting of at least five directors, which shall constitute the governing body of such cooperative<\/span>. The board<\/span>, other than those named in the articles of incorporation, shall be elected annually by the members<\/span>. The bylaws may provide in lieu of electing the whole number of directors annually, that the directors may be divided into classes and that the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he or she is elected and until his or her successor is elected except in cases of ex officio directors.\n\t\t\tThe directors shall be elected by the members<\/span> of the cooperative<\/span>. At a minimum, there shall be at least one director elected from the membership, officers, directors or employees of each member<\/span> of the cooperative<\/span> that is itself a cooperative<\/span> subject to any article of this chapter. Additional directors may be elected from the membership, from the members<\/span>, officers, directors or employees of any member<\/span> of the cooperative<\/span>, or from employees of the cooperative<\/span>. The board<\/span> of directors shall have the authority to fix the compensation of the directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The board<\/span> of directors of a cooperative<\/span> shall have the power to do all things necessary or incidental in conducting the business of such cooperative<\/span>, including, but not limited to the power: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To adopt and amend<\/span> bylaws for the management and regulation of the affairs of such cooperative<\/span> unless otherwise provided in the articles of incorporation or bylaws, subject to the rights of the members<\/span> to alter or repeal such bylaws. The bylaws of a cooperative<\/span> may make provisions not inconsistent with law<\/span> or its articles of incorporation, regulating:\n\t\t\t\ta. The admission, suspension or expulsion of members<\/span>;\n\t\t\t\tb. The transfer or classification of membership;\n\t\t\t\tc. The fees and dues of members<\/span> and the termination of membership on nonpayment of dues;\n\t\t\t\td. The number, times and manner of choosing or electing, qualifications, terms of office, official designations, powers, duties and compensation of its directors and officers;\n\t\t\t\te. The filling of a vacancy in the board<\/span> or in any office;\n\t\t\t\tf. The number of board<\/span> members<\/span> or member<\/span>-delegates constituting a quorum at meetings;\n\t\t\t\tg. The date of the annual meeting and the giving of notice thereof and the holding of special meetings and the giving of notice thereof;\n\t\t\t\th. The terms and conditions upon which such cooperative<\/span> is to render service to its members<\/span>;\n\t\t\t\ti. The disposition<\/span> of capital contributions; and\n\t\t\t\tj. The establishment of classes of membership, the qualifications therefor and the rights and obligations<\/span> thereof. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> To appoint agents and employees and to fix their compensation and the compensation of the officers of the cooperative<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> To execute all instruments. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> To make its own rules and regulations as to its procedure. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nBOARD OF DIRECTORS (\u00a7 56-231.44)\n\nA. Each cooperative shall have a board of directors consisting of at least five\ndirectors, which shall constitute the governing body of such cooperative. The\nboard, other than those named in the articles of incorporation, shall be elected\nannually by the members. The bylaws may provide in lieu of electing the whole\nnumber of directors annually, that the directors may be divided into classes and\nthat the terms of office of the several classes need not be uniform. Each\ndirector shall hold office for the term for which he or she is elected and until\nhis or her successor is elected except in cases of ex officio directors.\n\t\t\tThe directors shall be elected by the members of the cooperative. At a\nminimum, there shall be at least one director elected from the membership,\nofficers, directors or employees of each member of the cooperative that is\nitself a cooperative subject to any article of this chapter. Additional\ndirectors may be elected from the membership, from the members, officers,\ndirectors or employees of any member of the cooperative, or from employees of\nthe cooperative. The board of directors shall have the authority to fix the\ncompensation of the directors.\n\nB. The board of directors of a cooperative shall have the power to do all things\nnecessary or incidental in conducting the business of such cooperative,\nincluding, but not limited to the power:\n\n 1. To adopt and amend bylaws for the management and regulation of the affairs\n of such cooperative unless otherwise provided in the articles of incorporation\n or bylaws, subject to the rights of the members to alter or repeal such\n bylaws. The bylaws of a cooperative may make provisions not inconsistent with\n law or its articles of incorporation, regulating:\n \t\t\t\ta. The admission, suspension or expulsion of members;\n \t\t\t\tb. The transfer or classification of membership;\n \t\t\t\tc. The fees and dues of members and the termination of membership on\n nonpayment of dues;\n \t\t\t\td. The number, times and manner of choosing or electing, qualifications,\n terms of office, official designations, powers, duties and compensation of its\n directors and officers;\n \t\t\t\te. The filling of a vacancy in the board or in any office;\n \t\t\t\tf. The number of board members or member-delegates constituting a quorum\n at meetings;\n \t\t\t\tg. The date of the annual meeting and the giving of notice thereof and the\n holding of special meetings and the giving of notice thereof;\n \t\t\t\th. The terms and conditions upon which such cooperative is to render\n service to its members;\n \t\t\t\ti. The disposition of capital contributions; and\n \t\t\t\tj. The establishment of classes of membership, the qualifications therefor\n and the rights and obligations thereof.\n\n 2. To appoint agents and employees and to fix their compensation and the\n compensation of the officers of the cooperative.\n\n 3. To execute all instruments.\n\n 4. To make its own rules and regulations as to its procedure.\n\nHISTORY: 1999, c. 874; 2000, cc. 944, 999.","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}}