Virginia Code 13.1-351: Qualifications of members; membership shares.
A. The articles of incorporation or bylaws of a worker cooperative shall establish qualifications for membership and procedures for acceptance and termination of members.
Terms Used In Virginia Code 13.1-351
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Member: means an individual who has been accepted for membership in, and owns a membership share issued by, a worker cooperative. See Virginia Code 13.1-346
- Membership fee: means an initial payment, if required by the articles of incorporation or bylaws of the worker cooperative, made by a worker to a worker cooperative as a condition of becoming a member. See Virginia Code 13.1-346
- Person: includes any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or any other legal or commercial entity and any successor, representative, agent, agency, or instrumentality thereof. See Virginia Code 1-230
- Worker: means an individual employed by a worker cooperative. See Virginia Code 13.1-346
- Worker cooperative: means a corporation incorporated under the provisions of Article 3 (§ Virginia Code 13.1-346
B. A worker cooperative‘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’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’s retirement or upon such other event specified in the worker cooperative’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 § 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 (§ 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.
2020, c. 673.