                                 CODE OF VIRGINIA

BYLAWS (§ 13.1-319)

The board of directors or members of the association, before commencing
business, shall adopt bylaws not inconsistent with law or its articles of
incorporation, and they may alter, amend and revise the same from time to time.
The bylaws may be adopted, amended or revised by a majority vote of the board of
directors, or by the vote of two-thirds of the members voting thereon at any
regular or special meeting of the members or by the written assent of two-thirds
of the members voting thereon by mail ballot, provided, that written notice of
the proposed bylaw or bylaw amendments or revisions shall have been delivered to
each member or mailed to his last known address as shown by the books of the
association, at least ten days prior to any such meeting or the date on which
the mail ballots must be returned to be counted. The bylaws made by the board of
directors may be repealed or changed and new bylaws made by the members, and the
members may prescribe that any bylaw made by them shall not be altered, amended
or repealed by the directors. The bylaws may also provide for any or all of the
following matters:

a. The time, place and manner of calling and conducting meetings of the members,
and the number of members (which may be less than a majority) that shall
constitute a quorum;

b. The manner of voting and the conditions upon which members may vote at
general and special meetings by proxy and by mail or by delegates elected by
district groups or other associations;

c. Subject to any provision thereon in the articles of incorporation and in this
Act, the number, qualifications, compensation, duties and terms of office of
directors and officers; the time of their election and the mode and manner of
giving notice thereof;

d. The time, place and manner for calling and holding meetings of the directors
and executive committee, and the number that shall constitute a quorum;

e. Rules consistent with law and the articles of incorporation for the
management of the association, the establishment of election districts, the
making of contracts, the issuance, retirement and transfer of stock, the
relative rights, interests and preferences of members and stockholders, and the
mode, manner and effect of the expulsion of a member;

f. Penalties for violations of the bylaws.
			One copy of the bylaws and all amendments thereto, certified by the secretary
of the association, shall be transmitted to the Commissioner of Agriculture and
Consumer Services and one copy to the Director of the State Agricultural
Extension Division within thirty days after their adoption.

HISTORY: Code 1950, § 13-261; 1956, c. 428.