                                 CODE OF VIRGINIA

VOLUNTARY DISSOLUTION (§ 13.1-332)

(a)(1) The members of an association may at any regular meeting or any special
meeting called for the purpose, upon thirty days&#8217; notice of the time,
place and object of the meeting having been given as prescribed in the bylaws,
by two-thirds of the voting power voting thereon, discontinue the operations of
the association and direct that the association be dissolved and its affairs
settled. The meeting shall by like vote designate a committee of three who, as
trustees on behalf of the association and within the time fixed in their
designation or any extension thereof, shall liquidate its assets, pay its debts
and divide any surplus among the members in accordance with their respective
rights and interests under their contracts with the association and the articles
of incorporation and bylaws. A report of the proceedings had under this section,
together with a list of the names and residences of the directors and officers
of the association, and the names and residences of the trustees appointed,
certified by the president and the secretary, shall be filed in the office of
the clerk of the Commission. The Commission, upon being satisfied that the
requirements of law have been complied with, shall issue a certificate of
dissolution, and thereupon the association shall stand dissolved and the
trustees shall proceed to settle up and adjust its business and affairs.

2. Whenever all the members shall consent in writing to the dissolution and the
appointment of three trustees for winding up the affairs of the association, no
meeting or notice thereof shall be necessary, but on filing such consent with
the Commission, it shall issue a certificate of dissolution, and the association
shall stand dissolved and the said trustees shall proceed to settle up and
adjust its business and affairs.

3. Whenever a certificate of dissolution has been issued by the Commission, it
shall certify one copy of the certificate to the Commissioner of Agriculture and
Consumer Services and one copy to the Director of the State Agricultural
Extension Division.

4. The trustees may bring and defend all actions by them deemed necessary to
protect and enforce the rights of the association.

5. Any vacancies in the trusteeship may be filled by the remaining trustees.

   b. In the case of an association dissolving pursuant to this section, the
   circuit court of the county or the circuit, corporation, or other court having
   equitable jurisdiction in the city where its principal office is located, upon
   petition of the trustees or a majority of them, or in a proper case upon the
   petition of a creditor or member, or upon the petition of the Attorney General
   upon notice to all of the trustees and to such other interested persons as the
   court may specify, from time to time may order and adjudge in respect to the
   following matters:

1. The giving of notice by publication or otherwise of the time and place for
the presentation of all claims and demands against the association, which notice
may require all creditors of and claimants against the association to present in
writing and in detail at the place specified their respective accounts and
demands to the trustees by a day therein specified, which shall not be less than
forty days from the service or first publication of such notice;

2. The payment or satisfaction in whole or in part of claims and demands against
the association, or the retention of moneys for such purpose;

3. The presentation and filing of intermediate and final accounts of the
trustees, the hearing thereon, the allowance or disallowance thereof, and the
discharge of the trustees, or any of them, from their duties and liabilities;

4. The administration of any trust or the disposition of any property held in
trust by or for the association;

5. The sale and disposition of any remaining property of the association and the
distribution or division of such property or its proceeds among the members or
persons entitled thereto;

6. Such matters as justice may require.
			All such orders and judgments shall be binding upon the association, its
property and assets, its trustees, members, creditors and all persons having
claims against it.

HISTORY: 1956, c. 428.