                                 CODE OF VIRGINIA

MEMBERSHIP; VOTING; NONPROFIT OPERATION (§ 56-493)

A cooperative may issue to its members certificates of membership. Only members
shall be entitled to vote at the meetings of the members of the cooperative. A
member entitled to vote may vote in person or, unless the articles of
incorporation or the bylaws otherwise provide, may vote by proxy executed in
writing by the member, appointing some other member to cast his vote, or may
vote by his duly authorized attorney-in-fact, who shall be a member. If a member
is not voting in person, by proxy, or by attorney-in-fact, the spouse of such
member shall be entitled to vote for the member, in person or by proxy, if
permitted by the articles of incorporation or bylaws. No proxy shall be valid
after eleven months from its date unless otherwise provided in the proxy. When
directors or officers are to be elected by members, the bylaws may provide that
such elections may be conducted by mail. The liability of each member shall be
limited to the unpaid portion of his membership fee or subscription to capital
stock, and any unpaid bills for telephone service from the cooperative. The
equity of members of a nonstock cooperative shall be in proportion to the
revenue paid the cooperative by each member. A cooperative shall be operated on
a nonprofit basis for the mutual benefit of its members. The bylaws of the
cooperative or its contract with its members shall contain such provisions
relative to the disposition of revenues and receipts as may be necessary and
appropriate to establish and maintain its nonprofit and cooperative character.

HISTORY: 1950, p. 591; 1956, c. 434; 1968, c. 100; 1992, c. 6; 1996, c. 708.