                                 CODE OF VIRGINIA

QUALIFICATIONS OF MEMBERS; MEMBERSHIP SHARES (§ 13.1-351)

A. The articles of incorporation or bylaws of a worker cooperative shall
establish qualifications for membership and procedures for acceptance and
termination of members.

B. A worker cooperative&#8217;s qualifications and procedures shall require,
among such other provisions established in its articles of incorporation or
bylaws, that:

   1. No individual may be accepted as a member unless the individual is employed
   by the worker cooperative on a full-time or part-time basis at the time of
   acceptance;

   2. Not fewer than two-thirds of the employees of any worker cooperative shall
   be individuals who are members of the worker cooperative; and

   3. No person may own more than one membership share issued by the worker
   cooperative.

C. An individual accepted as a member shall cease to be a member upon
termination of employment with the worker cooperative except that the articles
of incorporation or the bylaws may provide that an individual who retires from
employment may continue to be a member of the worker cooperative without voting
rights subject to terms and conditions as may be provided in the articles of
incorporation or bylaws. The articles of incorporation or the bylaws shall
require that (i) a retired member&#8217;s membership share shall be converted to
another class of shares that has no voting power and (ii) nonvoting shares may
only be acquired by the conversion of membership shares to another class of
shares without voting power upon their owner&#8217;s retirement or upon such
other event specified in the worker cooperative&#8217;s articles of
incorporation or bylaws.

D. A worker cooperative shall issue a class of voting shares designated as
membership shares. Each member of a worker cooperative shall be issued a
membership share upon payment of a membership fee, the amount of which shall be
determined from time to time by the board of directors. Each member shall own
only one membership share. Only members employed by the worker cooperative may
own a membership share. The redemption price of membership shares shall be
determined by reference to internal capital accounts established as set forth in
&#xA7; 13.1-354.

E. Members of a worker cooperative shall have all the rights and
responsibilities of shareholders of a corporation organized under Chapter 9
(&#xA7; 13.1-601) except as otherwise provided in this article. No member shall
be personally liable for any debt or liability of the worker cooperative.

HISTORY: 2020, c. 673.