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<law><site_title>Virginia Decoded</site_title><site_url>https://vacode.org</site_url><law_id>73845</law_id><section_number>13.1-340</section_number><catch_line>Sale, mortgage or other disposition of assets</catch_line><edition url="https://vacode.org/2025/" slug="2025" current="TRUE" last_updated="">2025</edition><structure><unit label="title" level="1" order_by="1" identifier="13.1">Corporations</unit><unit label="chapter" level="2" order_by="1" identifier="3">Cooperative Associations</unit><unit label="article" level="3" order_by="1" identifier="2">Agricultural Cooperative Associations</unit></structure><text>
						<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.
		Unless 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.
		A 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:
		The 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></text><history>1956, c. 428.</history><metadata></metadata></law>
