{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-332.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-332.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-332.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-332.html"}],"law_id":346599,"edition_id":2,"section_id":346599,"structure_id":49764,"section_number":"13.1-332","catch_line":"Voluntary dissolution","history":"1956, c. 428.","full_text":"(a)(1) The members of an association may at any regular meeting or any special meeting called for the purpose, upon thirty days’ notice of the time, place and object of the meeting having been given as prescribed in the bylaws, by two-thirds of the voting power voting thereon, discontinue the operations of the association and direct that the association be dissolved and its affairs settled. The meeting shall by like vote designate a committee of three who, as trustees on behalf of the association and within the time fixed in their designation or any extension thereof, shall liquidate its assets, pay its debts and divide any surplus among the members in accordance with their respective rights and interests under their contracts with the association and the articles of incorporation and bylaws. A report of the proceedings had under this section, together with a list of the names and residences of the directors and officers of the association, and the names and residences of the trustees appointed, certified by the president and the secretary, shall be filed in the office of the clerk of the Commission. The Commission, upon being satisfied that the requirements of law have been complied with, shall issue a certificate of dissolution, and thereupon the association shall stand dissolved and the trustees shall proceed to settle up and adjust its business and affairs.\n\n2\n\nWhenever all the members shall consent in writing to the dissolution and the appointment of three trustees for winding up the affairs of the association, no meeting or notice thereof shall be necessary, but on filing such consent with the Commission, it shall issue a certificate of dissolution, and the association shall stand dissolved and the said trustees shall proceed to settle up and adjust its business and affairs.\n\n3\n\nWhenever a certificate of dissolution has been issued by the Commission, it shall certify one copy of the certificate to the Commissioner of Agriculture and Consumer Services and one copy to the Director of the State Agricultural Extension Division.\n\n4\n\nThe trustees may bring and defend all actions by them deemed necessary to protect and enforce the rights of the association.\n\n5\n\nAny vacancies in the trusteeship may be filled by the remaining trustees.\n\nb\n\nIn the case of an association dissolving pursuant to this section, the circuit court of the county or the circuit, corporation, or other court having equitable jurisdiction in the city where its principal office is located, upon petition of the trustees or a majority of them, or in a proper case upon the petition of a creditor or member, or upon the petition of the Attorney General upon notice to all of the trustees and to such other interested persons as the court may specify, from time to time may order and adjudge in respect to the following matters:\n\n1\n\nThe giving of notice by publication or otherwise of the time and place for the presentation of all claims and demands against the association, which notice may require all creditors of and claimants against the association to present in writing and in detail at the place specified their respective accounts and demands to the trustees by a day therein specified, which shall not be less than forty days from the service or first publication of such notice;\n\n2\n\nThe payment or satisfaction in whole or in part of claims and demands against the association, or the retention of moneys for such purpose;\n\n3\n\nThe presentation and filing of intermediate and final accounts of the trustees, the hearing thereon, the allowance or disallowance thereof, and the discharge of the trustees, or any of them, from their duties and liabilities;\n\n4\n\nThe administration of any trust or the disposition of any property held in trust by or for the association;\n\n5\n\nThe sale and disposition of any remaining property of the association and the distribution or division of such property or its proceeds among the members or persons entitled thereto;\n\n6\n\nSuch matters as justice may require.\n\t\t\tAll such orders and judgments shall be binding upon the association, its property and assets, its trustees, members, creditors and all persons having claims against it.\n\n","order_by":null,"text":{"0":{"id":1292467,"text":"(a)(1) The members of an association may at any regular meeting or any special meeting called for the purpose, upon thirty days’ notice of the time, place and object of the meeting having been given as prescribed in the bylaws, by two-thirds of the voting power voting thereon, discontinue the operations of the association and direct that the association be dissolved and its affairs settled. The meeting shall by like vote designate a committee of three who, as trustees on behalf of the association and within the time fixed in their designation or any extension thereof, shall liquidate its assets, pay its debts and divide any surplus among the members in accordance with their respective rights and interests under their contracts with the association and the articles of incorporation and bylaws. A report of the proceedings had under this section, together with a list of the names and residences of the directors and officers of the association, and the names and residences of the trustees appointed, certified by the president and the secretary, shall be filed in the office of the clerk of the Commission. The Commission, upon being satisfied that the requirements of law have been complied with, shall issue a certificate of dissolution, and thereupon the association shall stand dissolved and the trustees shall proceed to settle up and adjust its business and affairs.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"2"},"1":{"id":1292468,"text":"Whenever all the members shall consent in writing to the dissolution and the appointment of three trustees for winding up the affairs of the association, no meeting or notice thereof shall be necessary, but on filing such consent with the Commission, it shall issue a certificate of dissolution, and the association shall stand dissolved and the said trustees shall proceed to settle up and adjust its business and affairs.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"","next_prefix":"3"},"2":{"id":1292469,"text":"Whenever a certificate of dissolution has been issued by the Commission, it shall certify one copy of the certificate to the Commissioner of Agriculture and Consumer Services and one copy to the Director of the State Agricultural Extension Division.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"3":{"id":1292470,"text":"The trustees may bring and defend all actions by them deemed necessary to protect and enforce the rights of the association.","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"4":{"id":1292471,"text":"Any vacancies in the trusteeship may be filled by the remaining trustees.","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"5b"},"5":{"id":1292472,"text":"In the case of an association dissolving pursuant to this section, the circuit court of the county or the circuit, corporation, or other court having equitable jurisdiction in the city where its principal office is located, upon petition of the trustees or a majority of them, or in a proper case upon the petition of a creditor or member, or upon the petition of the Attorney General upon notice to all of the trustees and to such other interested persons as the court may specify, from time to time may order and adjudge in respect to the following matters:","type":"section","prefixes":["5","b"],"prefix":"b","entire_prefix":"5b","prefix_anchor":"5b","level":2,"prior_prefix":"5","next_prefix":"1"},"6":{"id":1292473,"text":"The giving of notice by publication or otherwise of the time and place for the presentation of all claims and demands against the association, which notice may require all creditors of and claimants against the association to present in writing and in detail at the place specified their respective accounts and demands to the trustees by a day therein specified, which shall not be less than forty days from the service or first publication of such notice;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"5b","next_prefix":"2"},"7":{"id":1292474,"text":"The payment or satisfaction in whole or in part of claims and demands against the association, or the retention of moneys for such purpose;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"8":{"id":1292475,"text":"The presentation and filing of intermediate and final accounts of the trustees, the hearing thereon, the allowance or disallowance thereof, and the discharge of the trustees, or any of them, from their duties and liabilities;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"9":{"id":1292476,"text":"The administration of any trust or the disposition of any property held in trust by or for the association;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"10":{"id":1292477,"text":"The sale and disposition of any remaining property of the association and the distribution or division of such property or its proceeds among the members or persons entitled thereto;","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"11":{"id":1292478,"text":"Such matters as justice may require.\n\t\t\tAll such orders and judgments shall be binding upon the association, its property and assets, its trustees, members, creditors and all persons having claims against it.","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5"}},"ancestry":[{"id":49764,"edition_id":2,"name":"Agricultural Cooperative Associations","identifier":"2","label":"article","depth":3,"order_by":2,"parent_id":49762,"metadata":{"child_laws":35,"child_structures":0},"date_created":"2026-08-02 02:14:36","date_modified":"2026-08-02 12:29:05","permalink":{"id":1376585,"object_type":"structure","relational_id":49764,"identifier":"2","token":"13.1\/3\/2","url":"\/13.1\/3\/2\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49762,"edition_id":2,"name":"Cooperative Associations","identifier":"3","label":"chapter","depth":2,"order_by":3,"parent_id":49726,"metadata":{"child_laws":60,"child_structures":3},"date_created":"2026-08-02 02:14:34","date_modified":"2026-08-02 12:29:05","permalink":{"id":1376521,"object_type":"structure","relational_id":49762,"identifier":"3","token":"13.1\/3","url":"\/13.1\/3\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346579,"structure_id":49764,"section_number":"13.1-312","catch_line":"Liberal construction of article","url":"\/13.1-312\/","token":"13.1\/3\/2\/13.1-312","metadata":false},{"id":346580,"structure_id":49764,"section_number":"13.1-313","catch_line":"Definitions","url":"\/13.1-313\/","token":"13.1\/3\/2\/13.1-313","metadata":{"court_decisions":{"0":{"name":"Carson Ray Shenk v. Commonwealth of Virginia","case_number":"1165964","citation":null,"date":"1997-06-03","url":"https:\/\/www.courtlistener.com\/opinion\/1067442\/carson-ray-shenk-v-commonwealth-of-virginia\/","abstract":" .\u202f.\u202f. COURT OF APPEALS OF VIRGINIA .\u202f.\u202f. ","court_html":"COA<\/abbr>"},"1":{"name":"Shenk v. Commonwealth","case_number":"No. 1165-96-4","citation":"24 Va. App. 816","date":"1997-06-03","url":"https:\/\/www.courtlistener.com\/opinion\/6932965\/shenk-v-commonwealth\/","abstract":" .\u202f.\u202f. DUFF, Senior Judge. .\u202f.\u202f. ","court_html":"COA<\/abbr>"},"2":{"name":"Forst v. Rockingham Poultry Marketing Cooperative, Inc.","case_number":"Record No. 790521","citation":"222 Va. 270","date":"1981-06-12","url":"https:\/\/www.courtlistener.com\/opinion\/6927606\/forst-v-rockingham-poultry-marketing-cooperative-inc\/","abstract":" .\u202f.\u202f. STEPHENSON, J., .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"3":{"name":"Forst v. ROCKINGHAM POULTRY MARKETING CO-OP.","case_number":"Record No. 790521","citation":"279 S.E.2d 400","date":"1981-06-12","url":"https:\/\/www.courtlistener.com\/opinion\/1395078\/forst-v-rockingham-poultry-marketing-co-op\/","abstract":" .\u202f.\u202f. 279 S.E.2d 400 (1981) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"4":{"name":"Trigon Insurance v. United States","case_number":"3:00cv365","citation":"215 F. Supp. 2d 687","date":"2002-08-09","url":"https:\/\/www.courtlistener.com\/opinion\/2503699\/trigon-insurance-v-united-states\/","abstract":" .\u202f.\u202f. 215 F.Supp.2d 687 (2002) .\u202f.\u202f. ","court_html":"District Court, E.D. Virginia"}}}},{"id":346581,"structure_id":49764,"section_number":"13.1-314","catch_line":"Qualification of incorporators","url":"\/13.1-314\/","token":"13.1\/3\/2\/13.1-314","metadata":false},{"id":346582,"structure_id":49764,"section_number":"13.1-315","catch_line":"Purposes","url":"\/13.1-315\/","token":"13.1\/3\/2\/13.1-315","metadata":false},{"id":346583,"structure_id":49764,"section_number":"13.1-316","catch_line":"Articles of incorporation","url":"\/13.1-316\/","token":"13.1\/3\/2\/13.1-316","metadata":false},{"id":346584,"structure_id":49764,"section_number":"13.1-317","catch_line":"Filing and recording articles of incorporation","url":"\/13.1-317\/","token":"13.1\/3\/2\/13.1-317","metadata":false},{"id":346585,"structure_id":49764,"section_number":"13.1-318","catch_line":"Amendments to the articles of incorporation","url":"\/13.1-318\/","token":"13.1\/3\/2\/13.1-318","metadata":false},{"id":346586,"structure_id":49764,"section_number":"13.1-319","catch_line":"Bylaws","url":"\/13.1-319\/","token":"13.1\/3\/2\/13.1-319","metadata":false},{"id":346587,"structure_id":49764,"section_number":"13.1-320","catch_line":"Powers","url":"\/13.1-320\/","token":"13.1\/3\/2\/13.1-320","metadata":false},{"id":346588,"structure_id":49764,"section_number":"13.1-321","catch_line":"Members","url":"\/13.1-321\/","token":"13.1\/3\/2\/13.1-321","metadata":false},{"id":346589,"structure_id":49764,"section_number":"13.1-322","catch_line":"Membership or voting stock certificates; transfers; dividends; nonvoting stock","url":"\/13.1-322\/","token":"13.1\/3\/2\/13.1-322","metadata":false},{"id":346590,"structure_id":49764,"section_number":"13.1-323","catch_line":"General and special meetings; how called","url":"\/13.1-323\/","token":"13.1\/3\/2\/13.1-323","metadata":false},{"id":346591,"structure_id":49764,"section_number":"13.1-324","catch_line":"Directors generally; executive committee","url":"\/13.1-324\/","token":"13.1\/3\/2\/13.1-324","metadata":false},{"id":346592,"structure_id":49764,"section_number":"13.1-325","catch_line":"Removal of director","url":"\/13.1-325\/","token":"13.1\/3\/2\/13.1-325","metadata":false},{"id":346593,"structure_id":49764,"section_number":"13.1-326","catch_line":"Officers generally","url":"\/13.1-326\/","token":"13.1\/3\/2\/13.1-326","metadata":false},{"id":346594,"structure_id":49764,"section_number":"13.1-327","catch_line":"Removal of officer","url":"\/13.1-327\/","token":"13.1\/3\/2\/13.1-327","metadata":false},{"id":346595,"structure_id":49764,"section_number":"13.1-328","catch_line":"Referendum","url":"\/13.1-328\/","token":"13.1\/3\/2\/13.1-328","metadata":false},{"id":346596,"structure_id":49764,"section_number":"13.1-329","catch_line":"Marketing contracts; enforcement; inducing breach; spreading false reports","url":"\/13.1-329\/","token":"13.1\/3\/2\/13.1-329","metadata":false},{"id":346597,"structure_id":49764,"section_number":"13.1-330","catch_line":"Recordation of marketing contracts","url":"\/13.1-330\/","token":"13.1\/3\/2\/13.1-330","metadata":false},{"id":346598,"structure_id":49764,"section_number":"13.1-331","catch_line":"Associations are not in restraint of trade","url":"\/13.1-331\/","token":"13.1\/3\/2\/13.1-331","metadata":false},{"id":346599,"structure_id":49764,"section_number":"13.1-332","catch_line":"Voluntary dissolution","url":"\/13.1-332\/","token":"13.1\/3\/2\/13.1-332","metadata":false},{"id":346601,"structure_id":49764,"section_number":"13.1-333","catch_line":"Repealed","url":"\/13.1-333\/","token":"13.1\/3\/2\/13.1-333","metadata":false},{"id":346600,"structure_id":49764,"section_number":"13.1-333.1","catch_line":"Annual reports","url":"\/13.1-333.1\/","token":"13.1\/3\/2\/13.1-333.1","metadata":false},{"id":346602,"structure_id":49764,"section_number":"13.1-334","catch_line":"Application to existing associations","url":"\/13.1-334\/","token":"13.1\/3\/2\/13.1-334","metadata":false},{"id":346603,"structure_id":49764,"section_number":"13.1-335","catch_line":"Saving clause","url":"\/13.1-335\/","token":"13.1\/3\/2\/13.1-335","metadata":false},{"id":346604,"structure_id":49764,"section_number":"13.1-336","catch_line":"Limitations of the use of the word \"cooperative.\"","url":"\/13.1-336\/","token":"13.1\/3\/2\/13.1-336","metadata":false},{"id":346605,"structure_id":49764,"section_number":"13.1-337","catch_line":"Foreign associations","url":"\/13.1-337\/","token":"13.1\/3\/2\/13.1-337","metadata":false},{"id":346606,"structure_id":49764,"section_number":"13.1-338","catch_line":"Purchasing business of other associations, persons, firms or corporations; stock issued","url":"\/13.1-338\/","token":"13.1\/3\/2\/13.1-338","metadata":false},{"id":346607,"structure_id":49764,"section_number":"13.1-339","catch_line":"Merger or consolidation","url":"\/13.1-339\/","token":"13.1\/3\/2\/13.1-339","metadata":false},{"id":346608,"structure_id":49764,"section_number":"13.1-340","catch_line":"Sale, mortgage or other disposition of assets","url":"\/13.1-340\/","token":"13.1\/3\/2\/13.1-340","metadata":false},{"id":346609,"structure_id":49764,"section_number":"13.1-341","catch_line":"Taxes","url":"\/13.1-341\/","token":"13.1\/3\/2\/13.1-341","metadata":false},{"id":346610,"structure_id":49764,"section_number":"13.1-342","catch_line":"Reserved","url":"\/13.1-342\/","token":"13.1\/3\/2\/13.1-342","metadata":false},{"id":346611,"structure_id":49764,"section_number":"13.1-343","catch_line":"Application of general corporation laws","url":"\/13.1-343\/","token":"13.1\/3\/2\/13.1-343","metadata":false},{"id":346612,"structure_id":49764,"section_number":"13.1-344","catch_line":"Existing associations continued","url":"\/13.1-344\/","token":"13.1\/3\/2\/13.1-344","metadata":false},{"id":346613,"structure_id":49764,"section_number":"13.1-345","catch_line":"Verification no longer required; signing instrument containing misstatement as perjury","url":"\/13.1-345\/","token":"13.1\/3\/2\/13.1-345","metadata":false}],"previous_section":{"id":346598,"structure_id":49764,"section_number":"13.1-331","catch_line":"Associations are not in restraint of trade","url":"\/13.1-331\/","token":"13.1\/3\/2\/13.1-331","metadata":false},"next_section":{"id":346601,"structure_id":49764,"section_number":"13.1-333","catch_line":"Repealed","url":"\/13.1-333\/","token":"13.1\/3\/2\/13.1-333","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-332\/","history_text":"

This law was first created in 1956. The record of its establishment is cataloged in chapter 428 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1956 \u201cActs\u201d aren\u2019t available online.<\/p>","references":false,"refers_to":false,"permalink":{"id":1376667,"object_type":"law","relational_id":346599,"identifier":"13.1-332","token":"13.1\/3\/2\/13.1-332","url":"\/13.1-332\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-332\/","token":"13.1\/3\/2\/13.1-332","dublin_core":{"Title":"Voluntary dissolution","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-332","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

(a)(1) The members of an association may at any regular meeting or any special meeting called for the purpose, upon thirty days’ notice of the time, place and object<\/span> of the meeting having been given as prescribed in the bylaws, by two-thirds of the voting power voting thereon, discontinue the operations of the association and direct that the association be dissolved and its affairs settled. The meeting shall by like vote designate a committee of three who, as trustees on behalf of the association and within the time fixed in their designation or any extension thereof, shall liquidate its assets<\/span>, pay its debts and divide any surplus among the members in accordance with their respective rights and interests under their contracts<\/span> with the association and the articles of incorporation and bylaws. A report of the proceedings had under this section, together with a list of the names and residences of the directors and officers of the association, and the names and residences of the trustees appointed, certified by the president and the secretary, shall be filed in the office of the clerk of the Commission. The Commission, upon being satisfied that the requirements of law<\/span> have been complied with, shall issue<\/span> a certificate of dissolution, and thereupon the association shall stand dissolved and the trustees shall proceed to settle up and adjust its business and affairs.<\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Whenever all the members shall consent in writing to the dissolution and the appointment of three trustees for winding up the affairs of the association, no meeting or notice thereof shall be necessary, but on filing such consent with the Commission, it shall issue<\/span> a certificate of dissolution, and the association shall stand dissolved and the said trustees shall proceed to settle up and adjust its business and affairs. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Whenever a certificate of dissolution has been issued by the Commission, it shall certify one copy of the certificate to the Commissioner of Agriculture and Consumer Services and one copy to the Director of the State Agricultural Extension Division. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The trustees may bring and defend all actions by them deemed necessary to protect and enforce the rights of the association. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Any vacancies in the trusteeship may be filled by the remaining trustees. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> In the case of an association dissolving pursuant to this section, the circuit<\/span> court<\/span> of the county or the circuit<\/span>, corporation, or other court<\/span> having equitable<\/span> jurisdiction<\/span> in the city where its principal office is located, upon petition<\/span> of the trustees or a majority of them, or in a proper case upon the petition<\/span> of a creditor<\/span> or member, or upon the petition<\/span> of the Attorney General<\/span> upon notice to all of the trustees and to such other interested persons as the court<\/span> may specify, from time to time may order<\/span> and adjudge in respect to the following matters: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The giving of notice by publication or otherwise of the time and place for the presentation of all claims and demands against the association, which notice may require all creditors<\/span> of and claimants against the association to present in writing and in detail at the place specified their respective accounts and demands to the trustees by a day therein specified, which shall not be less than forty days from the service or first publication of such notice; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The payment or satisfaction in whole or in part of claims and demands against the association, or the retention of moneys for such purpose; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The presentation and filing of intermediate and final accounts of the trustees, the hearing<\/span> thereon, the allowance or disallowance thereof, and the discharge of the trustees, or any of them, from their duties and liabilities; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The administration of any trust or the disposition<\/span> of any property held in trust by or for the association; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The sale and disposition<\/span> of any remaining property of the association and the distribution or division of such property or its proceeds among the members or persons entitled thereto; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Such matters as justice may require.\n\t\t\tAll such orders<\/span> and judgments<\/span> shall be binding upon the association, its property and assets<\/span>, its trustees, members, creditors<\/span> and all persons having claims against it. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVOLUNTARY DISSOLUTION (\u00a7 13.1-332)\n\n(a)(1) The members of an association may at any regular meeting or any special\nmeeting called for the purpose, upon thirty days’ notice of the time,\nplace and object of the meeting having been given as prescribed in the bylaws,\nby two-thirds of the voting power voting thereon, discontinue the operations of\nthe association and direct that the association be dissolved and its affairs\nsettled. The meeting shall by like vote designate a committee of three who, as\ntrustees on behalf of the association and within the time fixed in their\ndesignation or any extension thereof, shall liquidate its assets, pay its debts\nand divide any surplus among the members in accordance with their respective\nrights and interests under their contracts with the association and the articles\nof incorporation and bylaws. A report of the proceedings had under this section,\ntogether with a list of the names and residences of the directors and officers\nof the association, and the names and residences of the trustees appointed,\ncertified by the president and the secretary, shall be filed in the office of\nthe clerk of the Commission. The Commission, upon being satisfied that the\nrequirements of law have been complied with, shall issue a certificate of\ndissolution, and thereupon the association shall stand dissolved and the\ntrustees shall proceed to settle up and adjust its business and affairs.\n\n2. Whenever all the members shall consent in writing to the dissolution and the\nappointment of three trustees for winding up the affairs of the association, no\nmeeting or notice thereof shall be necessary, but on filing such consent with\nthe Commission, it shall issue a certificate of dissolution, and the association\nshall stand dissolved and the said trustees shall proceed to settle up and\nadjust its business and affairs.\n\n3. Whenever a certificate of dissolution has been issued by the Commission, it\nshall certify one copy of the certificate to the Commissioner of Agriculture and\nConsumer Services and one copy to the Director of the State Agricultural\nExtension Division.\n\n4. The trustees may bring and defend all actions by them deemed necessary to\nprotect and enforce the rights of the association.\n\n5. Any vacancies in the trusteeship may be filled by the remaining trustees.\n\n b. In the case of an association dissolving pursuant to this section, the\n circuit court of the county or the circuit, corporation, or other court having\n equitable jurisdiction in the city where its principal office is located, upon\n petition of the trustees or a majority of them, or in a proper case upon the\n petition of a creditor or member, or upon the petition of the Attorney General\n upon notice to all of the trustees and to such other interested persons as the\n court may specify, from time to time may order and adjudge in respect to the\n following matters:\n\n1. The giving of notice by publication or otherwise of the time and place for\nthe presentation of all claims and demands against the association, which notice\nmay require all creditors of and claimants against the association to present in\nwriting and in detail at the place specified their respective accounts and\ndemands to the trustees by a day therein specified, which shall not be less than\nforty days from the service or first publication of such notice;\n\n2. The payment or satisfaction in whole or in part of claims and demands against\nthe association, or the retention of moneys for such purpose;\n\n3. The presentation and filing of intermediate and final accounts of the\ntrustees, the hearing thereon, the allowance or disallowance thereof, and the\ndischarge of the trustees, or any of them, from their duties and liabilities;\n\n4. The administration of any trust or the disposition of any property held in\ntrust by or for the association;\n\n5. The sale and disposition of any remaining property of the association and the\ndistribution or division of such property or its proceeds among the members or\npersons entitled thereto;\n\n6. Such matters as justice may require.\n\t\t\tAll such orders and judgments shall be binding upon the association, its\nproperty and assets, its trustees, members, creditors and all persons having\nclaims against it.\n\nHISTORY: 1956, c. 428.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}