{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/56-492.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/56-492.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/56-492.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/56-492.html"}],"law_id":77358,"edition_id":1,"section_id":77358,"structure_id":14091,"section_number":"56-492","catch_line":"Powers of board of directors","history":"1950, p. 591; 1956, c. 434; 1974, c. 73; 2001, c. 386.","full_text":"The board of directors of a cooperative shall have power to do all things necessary and incidental in conducting the business of the cooperative, including but not limited to:\n\n1\n\nIf authorized by the certificate of incorporation, or by resolution of its members, the power to adopt and amend bylaws for the management and regulation of the affairs of the cooperative, subject, however, to the right of such members to alter or repeal such bylaws. The bylaws of a cooperative may make provisions, not inconsistent with law or its certificate of incorporation regulating the admission, suspension or expulsion of members; the transfer of memberships, the fees and dues of members and the termination of memberships on nonpayment of dues or otherwise; the number, times and manner of choosing, qualifications, terms of office, official designations, powers, duties and compensation of its officers; defining a vacancy in the board or in any office and the manner of filling it; the number of members to constitute a quorum at meetings, the date of the annual meeting and the giving of notice thereof and the holding of special meetings and the giving of notice thereof; the terms and conditions upon which the cooperative is to render service to its members, the disposition of the revenues and receipts of the cooperative; regular and special meetings of the board and the giving of notice 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":277447,"text":"The board of directors of a cooperative shall have power to do all things necessary and incidental in conducting the business of the cooperative, including but not limited to:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":277448,"text":"If authorized by the certificate of incorporation, or by resolution of its members, the power to adopt and amend bylaws for the management and regulation of the affairs of the cooperative, subject, however, to the right of such members to alter or repeal such bylaws. The bylaws of a cooperative may make provisions, not inconsistent with law or its certificate of incorporation regulating the admission, suspension or expulsion of members; the transfer of memberships, the fees and dues of members and the termination of memberships on nonpayment of dues or otherwise; the number, times and manner of choosing, qualifications, terms of office, official designations, powers, duties and compensation of its officers; defining a vacancy in the board or in any office and the manner of filling it; the number of members to constitute a quorum at meetings, the date of the annual meeting and the giving of notice thereof and the holding of special meetings and the giving of notice thereof; the terms and conditions upon which the cooperative is to render service to its members, the disposition of the revenues and receipts of the cooperative; regular and special meetings of the board and the giving of notice thereof.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":277449,"text":"To appoint agents and employees and to fix their compensation and the compensation of the officers of the cooperative.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":277450,"text":"To execute all instruments.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":277451,"text":"To make its own rules and regulations as to its procedure.","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3"}},"ancestry":[{"id":14091,"edition_id":1,"name":"Telephone Cooperatives Act","identifier":"16","label":"chapter","depth":2,"order_by":1,"parent_id":12881,"metadata":{},"date_created":"2026-06-26 03:46:51","date_modified":"2026-06-26 03:46:51","permalink":{"id":250125,"object_type":"structure","relational_id":14091,"identifier":"16","token":"56\/16","url":"\/56\/16\/","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":63853,"structure_id":14091,"section_number":"56-485","catch_line":"Short title","url":"\/56-485\/","token":"56\/16\/56-485","metadata":false},{"id":85481,"structure_id":14091,"section_number":"56-486","catch_line":"Who may form cooperative; purpose","url":"\/56-486\/","token":"56\/16\/56-486","metadata":false},{"id":70906,"structure_id":14091,"section_number":"56-487","catch_line":"Definitions","url":"\/56-487\/","token":"56\/16\/56-487","metadata":false},{"id":76789,"structure_id":14091,"section_number":"56-488","catch_line":"Certificate of incorporation","url":"\/56-488\/","token":"56\/16\/56-488","metadata":false},{"id":74509,"structure_id":14091,"section_number":"56-489","catch_line":"Limitation of use of words \"telephone cooperative.\"","url":"\/56-489\/","token":"56\/16\/56-489","metadata":false},{"id":85742,"structure_id":14091,"section_number":"56-490","catch_line":"Filing certificate of incorporation","url":"\/56-490\/","token":"56\/16\/56-490","metadata":false},{"id":84965,"structure_id":14091,"section_number":"56-491","catch_line":"Board of directors; officers","url":"\/56-491\/","token":"56\/16\/56-491","metadata":false},{"id":77358,"structure_id":14091,"section_number":"56-492","catch_line":"Powers of board of directors","url":"\/56-492\/","token":"56\/16\/56-492","metadata":false},{"id":65385,"structure_id":14091,"section_number":"56-493","catch_line":"Membership; voting; nonprofit operation","url":"\/56-493\/","token":"56\/16\/56-493","metadata":false},{"id":64616,"structure_id":14091,"section_number":"56-494","catch_line":"Service to members; to nonmembers","url":"\/56-494\/","token":"56\/16\/56-494","metadata":false},{"id":87301,"structure_id":14091,"section_number":"56-495","catch_line":"Powers granted corporation","url":"\/56-495\/","token":"56\/16\/56-495","metadata":false},{"id":84850,"structure_id":14091,"section_number":"56-496","catch_line":"Disposition of property","url":"\/56-496\/","token":"56\/16\/56-496","metadata":false},{"id":68695,"structure_id":14091,"section_number":"56-497","catch_line":"Issue of obligations","url":"\/56-497\/","token":"56\/16\/56-497","metadata":false},{"id":67120,"structure_id":14091,"section_number":"56-498","catch_line":"Covenants","url":"\/56-498\/","token":"56\/16\/56-498","metadata":false},{"id":73742,"structure_id":14091,"section_number":"56-499","catch_line":"Purchase of own obligations","url":"\/56-499\/","token":"56\/16\/56-499","metadata":false},{"id":87088,"structure_id":14091,"section_number":"56-500","catch_line":"Consolidation or merger","url":"\/56-500\/","token":"56\/16\/56-500","metadata":false},{"id":77715,"structure_id":14091,"section_number":"56-501","catch_line":"Repealed","url":"\/56-501\/","token":"56\/16\/56-501","metadata":false},{"id":61079,"structure_id":14091,"section_number":"56-501.1","catch_line":"Payment of certain patronage capital to spouse or next of kin of deceased person","url":"\/56-501.1\/","token":"56\/16\/56-501.1","metadata":false},{"id":71418,"structure_id":14091,"section_number":"56-502","catch_line":"Regulation by State Corporation Commission","url":"\/56-502\/","token":"56\/16\/56-502","metadata":false},{"id":65253,"structure_id":14091,"section_number":"56-503","catch_line":"Dissolution","url":"\/56-503\/","token":"56\/16\/56-503","metadata":false},{"id":80777,"structure_id":14091,"section_number":"56-504","catch_line":"Charter amendments","url":"\/56-504\/","token":"56\/16\/56-504","metadata":false},{"id":86446,"structure_id":14091,"section_number":"56-505","catch_line":"Charter fees","url":"\/56-505\/","token":"56\/16\/56-505","metadata":false},{"id":72543,"structure_id":14091,"section_number":"56-506","catch_line":"Construction of chapter; conflicting laws","url":"\/56-506\/","token":"56\/16\/56-506","metadata":false},{"id":55217,"structure_id":14091,"section_number":"56-507","catch_line":"Adoption of provisions by existing corporation","url":"\/56-507\/","token":"56\/16\/56-507","metadata":false},{"id":81225,"structure_id":14091,"section_number":"56-508","catch_line":"Extension of service to territory not being served","url":"\/56-508\/","token":"56\/16\/56-508","metadata":false}],"previous_section":{"id":84965,"structure_id":14091,"section_number":"56-491","catch_line":"Board of directors; officers","url":"\/56-491\/","token":"56\/16\/56-491","metadata":false},"next_section":{"id":65385,"structure_id":14091,"section_number":"56-493","catch_line":"Membership; voting; nonprofit operation","url":"\/56-493\/","token":"56\/16\/56-493","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/56-492\/","history_text":"<p>The record of this law\u2019s original creation isn\u2019t available online. It has been modified 3 times. 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. Those modifications are as follows: in 1956, chapter 434; in 1974, chapter 73; in 2001, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?011+ful+CHAP0386\">386<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":250155,"object_type":"law","relational_id":77358,"identifier":"56-492","token":"56\/16\/56-492","url":"\/56-492\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/56-492\/","token":"56\/16\/56-492","dublin_core":{"Title":"Powers of board of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 56-492","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section><p>The <span class=\"dictionary\">board<\/span> of directors of a <span class=\"dictionary\">cooperative<\/span> shall have power to do all things necessary and incidental in conducting the business of the <span class=\"dictionary\">cooperative<\/span>, including but not limited to:<\/p><\/section>\n\t\t\t\t\t\t<section id=\"1\"><p><span class=\"prefix-number\">1.<\/span> If authorized by the certificate of incorporation, or by resolution of its <span class=\"dictionary\">members<\/span>, the power to adopt and <span class=\"dictionary\">amend<\/span> bylaws for the management and regulation of the affairs of the <span class=\"dictionary\">cooperative<\/span>, subject, however, to the right of such <span class=\"dictionary\">members<\/span> to alter or repeal such bylaws. The bylaws of a <span class=\"dictionary\">cooperative<\/span> may make provisions, not inconsistent with <span class=\"dictionary\">law<\/span> or its certificate of incorporation regulating the admission, suspension or expulsion of <span class=\"dictionary\">members<\/span>; the transfer of memberships, the fees and dues of <span class=\"dictionary\">members<\/span> and the termination of memberships on nonpayment of dues or otherwise; the number, times and manner of choosing, qualifications, terms of office, official designations, powers, duties and compensation of its officers; defining a vacancy in the <span class=\"dictionary\">board<\/span> or in any office and the manner of filling it; the number of <span class=\"dictionary\">members<\/span> to constitute a quorum at meetings, the date of the annual meeting and the giving of notice thereof and the holding of special meetings and the giving of notice thereof; the terms and conditions upon which the <span class=\"dictionary\">cooperative<\/span> is to render service to its <span class=\"dictionary\">members<\/span>, the <span class=\"dictionary\">disposition<\/span> of the revenues and receipts of the <span class=\"dictionary\">cooperative<\/span>; regular and special meetings of the <span class=\"dictionary\">board<\/span> and the giving of notice thereof. <a id=\"paragraph-277448\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/56-492\/#1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"2\"><p><span class=\"prefix-number\">2.<\/span> To appoint agents and employees and to fix their compensation and the compensation of the officers of the <span class=\"dictionary\">cooperative<\/span>. <a id=\"paragraph-277449\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/56-492\/#2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"3\"><p><span class=\"prefix-number\">3.<\/span> To execute all instruments. <a id=\"paragraph-277450\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/56-492\/#3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"4\"><p><span class=\"prefix-number\">4.<\/span> To make its own rules and regulations as to its procedure. <a id=\"paragraph-277451\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/56-492\/#4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nPOWERS OF BOARD OF DIRECTORS (\u00a7 56-492)\n\nThe board of directors of a cooperative shall have power to do all things\nnecessary and incidental in conducting the business of the cooperative,\nincluding but not limited to:\n\n1. If authorized by the certificate of incorporation, or by resolution of its\nmembers, the power to adopt and amend bylaws for the management and regulation\nof the affairs of the cooperative, subject, however, to the right of such\nmembers to alter or repeal such bylaws. The bylaws of a cooperative may make\nprovisions, not inconsistent with law or its certificate of incorporation\nregulating the admission, suspension or expulsion of members; the transfer of\nmemberships, the fees and dues of members and the termination of memberships on\nnonpayment of dues or otherwise; the number, times and manner of choosing,\nqualifications, terms of office, official designations, powers, duties and\ncompensation of its officers; defining a vacancy in the board or in any office\nand the manner of filling it; the number of members to constitute a quorum at\nmeetings, the date of the annual meeting and the giving of notice thereof and\nthe holding of special meetings and the giving of notice thereof; the terms and\nconditions upon which the cooperative is to render service to its members, the\ndisposition of the revenues and receipts of the cooperative; regular and special\nmeetings of the board and the giving of notice thereof.\n\n2. To appoint agents and employees and to fix their compensation and the\ncompensation of the officers of the cooperative.\n\n3. To execute all instruments.\n\n4. To make its own rules and regulations as to its procedure.\n\nHISTORY: 1950, p. 591; 1956, c. 434; 1974, c. 73; 2001, c. 386.","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}}