Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
This section has more than one version with varying effective dates. Scroll down to see all versions.
§ 13.1-837. (Effective until January 1, 2027) Members.
A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or, if the articles of incorporation so provide, in the bylaws. A corporation may issue certificates evidencing membership interests therein. Membership interests shall not be transferable. Members shall not have voting or other rights except as provided in the articles of incorporation or if the articles of incorporation so provide, in the bylaws. Members of any corporation existing on January 1, 1957, shall continue to have the same voting and other rights as before January 1, 1957, until changed by amendment of the articles of incorporation.
Code 1950, § 13.1-211; 1956, c. 428; 1958, c. 564; 1982, c. 182; 1985, c. 522; 2007, c. 925.
§ 13.1-837. (Effective January 1, 2027) Members.
A. A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or in the bylaws.
B. Except as provided in the articles of incorporation or bylaws, the corporation may admit members for no consideration or for such consideration as determined by the board of directors. Any such consideration may consist of any tangible property or benefit to the corporation, including cash, promissory notes, services performed, or contracts for services to be performed, and payment may be made at such times and upon such terms as are set forth in the articles of incorporation or bylaws, or to the extent not inconsistent with the articles of incorporation or bylaws, as determined by the board of directors.
C. A corporation may issue certificates evidencing membership interests therein. Membership interests shall not be transferable, except as otherwise provided in the articles of incorporation or in the bylaws.
D. Members shall not have voting or other rights except as provided in the articles of incorporation or bylaws. Members of any corporation existing on January 1, 1957, shall continue to have the same voting and other rights as before January 1, 1957, until changed by amendment of the articles of incorporation.
E. Except as provided for in the articles of incorporation or bylaws, a corporation shall not pay dividends or distribute any part of its assets, income, or profits to its members. A charitable corporation shall only make a distribution to another charitable corporation that is a member of such corporation or has the power to appoint one or more of its directors. No such dividend or distribution shall, in any event, be made if the corporation is insolvent or would thereby be made insolvent of if the fair value of the assets of the corporation is or would thereby be made insufficient to meet its liabilities.
F. No member shall be personally liable for any liabilities of the corporation, including liabilities arising from the acts of the corporation.
Code 1950, § 13.1-211; 1956, c. 428; 1958, c. 564; 1982, c. 182; 1985, c. 522; 2007, c. 925; 2026, cc. 393, 394.
