                                 CODE OF VIRGINIA

MEMBERSHIP OR VOTING STOCK CERTIFICATES; TRANSFERS; DIVIDENDS; NONVOTING STOCK
(§ 13.1-322)

A. No certificate for membership or stock shall be issued until fully paid for,
but promissory notes may be accepted by the association as full or partial
payment. The association shall hold the stock as security for the payment of the
note, but such retention as security shall not affect the member&#8217;s right
to vote and hold office.
			Fractional shares may be issued by capital stock associations. Certificates
representing shares and certificates of membership or other evidence of the
patron&#8217;s equity in any fund, capital investment or other assets of the
association shall be signed by the president or a vice-president or treasurer or
assistant treasurer and the secretary or an assistant secretary of the
association, or by facsimiles of their signatures, and may be sealed with the
seal of the association, or a facsimile thereof.

B. Certificates of membership of a nonstock association shall not be transferred
without the consent of the association&#8217;s board of directors.

C. Voting stock in capital stock associations shall not be transferable to
persons not eligible to membership in the association and such restrictions must
be set forth in the bylaws of each capital stock association and printed on
every stock certificate subject thereto.

D. The board of directors of an association, from time to time, may declare and
the association may pay dividends on the stock or membership capital except when
the declaration or payment thereof would be contrary to any restrictions
contained in the articles of incorporation.

E. Net savings (which are hereby defined as being the excess of receipts over
costs and expenses for each year of operations) in excess of dividends on
outstanding stock or membership capital and additions to reserves shall be
distributed on the basis of patronage, and the books of the association shall
provide the basis for determining the interest of members and other patrons in
the reserves. The distribution of patronage refunds may be restricted to members
or be made at the same or a different rate for members and nonmembers. The
bylaws may provide that any distribution to a nonmember, eligible for membership
may be credited to such nonmember, until the amount thereof equals the value of
a membership certificate or a share of the association&#8217;s voting stock.

F. After a member has notified the association of his withdrawal, or after the
adoption of a resolution by the board terminating his membership, the board
shall appraise the value in money of his membership interest in the association
and shall determine and fix the time when the association shall pay him the
value of his interest, unless the member, with the consent of the board,
transfers his certificate of membership.

G. An association may issue nonvoting stock to members and nonmembers. Nonvoting
stock may be redeemed or retired by the association on such terms and conditions
as may be provided in the articles of incorporation or bylaws and printed on the
stock certificates. Payment for nonvoting stock may be made in cash, services or
property as determined by the board.
			Voting stock may be issued only for money or notes or in payment of patronage
refunds at par.

H. Except when its debts exceed fifty per centum of its assets, an association
may purchase for cash its voting stock at book value or par value, whichever is
less, and may call such stock for redemption on the same basis pursuant to a
plan for rotating ownership of such stock set forth in its articles of
incorporation or in its bylaws. The determination of book value by the board of
directors shall be incontestable except for fraud.

I. The association may from time to time issue to each patron a certificate or
other evidence of the patron&#8217;s equity in any fund, capital investment or
other assets of the association. Such certificate or other evidence of such
equity may be transferred only to the association, or to such other purchaser as
may be approved by the board of directors, upon such terms and conditions as
shall be provided in the bylaws and printed thereon.

J. Notwithstanding any other provision of law, when there is held by any
association any membership or patronage equity, including but not limited to
membership stock, patronage refunds, patronage refund allocations, or any credit
or distribution attributable to business done with or for patrons, to the credit
of a person who has not had a current address on file with the association for a
period of not less than three consecutive years, then the bylaws or member
agreements of the association may provide that such equity shall be deemed to
have been transferred by forfeiture to the association and shall thereafter be
the property of the association; however, such membership or patronage equity
shall be deemed forfeited to the association only if (i) the association
publishes conspicuous notice of such pending forfeiture in its regular member
publication, if any, and a publication of general circulation and (ii) such
equity is not claimed by such person or, if such person is deceased, such
person&#8217;s next of kin within 180 days of such publication or such longer
period as set out in the bylaws or member agreements of the association. If
there is no such provision in the association&#8217;s bylaws or member
agreements, or if there is no publication, then any unclaimed membership or
patronage equity shall be treated in accordance with the Virginia Disposition of
Unclaimed Property Act (&#xA7; 55.1-2500 et seq.).

K. Any association organized with capital stock under this article may accept
registrations of such stock in the names of two or more persons, payable to any
one of them, or to any one of them or the survivor; and any person so named,
whether the others be living or not, may accept dividend payments and withdraw
from the association and receive the amount payable on withdrawal in the same
manner and on the same terms as are allowed by law and the articles of
incorporation and bylaws in case of any other member or stockholder and the
receipt or acceptance of dividends or amounts payable on withdrawal by the
person so paid shall be a valid and sufficient release and discharge of the
association for any payment so made.

HISTORY: Code 1950, §§ 13-269, 13-270, 13-273 to 13-277; 1952, c. 166; 1956,
c. 428; 1975, c. 403; 1981, c. 51; 2001, cc. 797, 838.