13.1-301.2 - Adoption, change or repeal of bylaws; subject matter. - Virginia Statutes

§ 13.1-301.2. Adoption, change or repeal of bylaws; subject matter.

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or the date on which the mail ballots must be returned to be counted.The bylaws made by the board of directors may be repealed or changed and newbylaws made by the members, and the members may prescribe that any bylaw madeby them shall not be altered, amended or repealed by the directors.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

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

(b) The manner of voting and the conditions upon which members may vote atgeneral and special meetings by proxy and by mail or by delegates elected bydistrict groups or other associations;

(c) Subject to any provision thereon in the articles of incorporation and inthis article, the number, qualifications, compensation, duties and terms ofoffice of directors and officers; the time of their election and the mode andmanner of giving notice thereof;

(d) The time, place and manner for calling and holding meetings of thedirectors and executive committee, and the number that shall constitute aquorum;

(e) Rules consistent with law and the articles of incorporation for themanagement of the association, the establishment of election districts, themaking of contracts, the issuance, retirement and transfer of stock, therelative rights, interests and preferences of members and stockholders, andthe mode, manner and effect of the expulsion of a member;

(f) Penalties for violations of the bylaws.

(1958, c. 88.)