Title 13, Corporations and Associations
11 chapters · 347 sections in this title.
13 V.I.C. § 551 Definitions: construction
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Unless the context otherwise requires, the definitions and general provisions set forth in this chapter govern the construction of this chapter.
13 V.I.C. § 552 Cooperative corporation
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A “cooperative corporation” means a corporation composed of ultimate producers or consumers, or both, organized for the purpose of conducting any lawful business primarily for the mutual benefit of its shareholders who may be natural or legal persons, and the earnings, savings or…
13 V.I.C. § 553 Cooperative corporation: central organization
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“Cooperative corporation” includes any central organization composed wholly or in part of cooperative corporations.
13 V.I.C. § 554 Corporation synonyms
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“Corporation”, “company”, “association”, “exchange”, “society”, “league”, “union” and “credit union” are synonyms.
13 V.I.C. § 555 Share: shareholder
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“Share” means a share of stock or a membership share, and includes “membership”. “Shareholder” means either a holder of a share of stock or a member.
13 V.I.C. § 556 Application of general nonprofit corporation law
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The provisions of chapter 3 of Title 13 of this Code, relating to nonprofit corporations, apply to cooperative corporations formed under this chapter, except when such provisions are in conflict with those of this chapter. Corporations formed under this chapter have and enjoy all…
13 V.I.C. § 557 Bringing corporation under provisions of chapter; amendment of articles
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Any corporation organized under any other law of the United States Virgin Islands may bring itself under the provisions of this chapter by amending its articles of incorporation in the manner prescribed by the general corporation law to conform to the provisions of this chapter. …
13 V.I.C. § 558 Formation; number of incorporators; purpose
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Five or more persons may form a cooperative corporation for any lawful purpose by filing articles of incorporation with the Director of the Consumer Services Administration.
13 V.I.C. § 559 Articles; required provisions
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(a) The articles of incorporation shall contain:(a) The name of the corporation.(b) The purposes for which it is formed.(c) The island on which the principal office for the transaction of the business of the corporation is located.(d) The number of its directors, which shall be n…
13 V.I.C. § 560 Statement of shares and memberships
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(a) The articles shall also state either or both of the following:(a) The total number of shares which the corporation is authorized to issue and (1) the aggregate par value, if any, of all shares, and the par value of each share, or (2) that all shares are to be without par valu…
13 V.I.C. § 561 Statement of number of shares permitted per shareholder and initial capital
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The articles shall also state any limitation on the number of shares permitted to be owned or held or voted by any one shareholder at any one time, and the amount of capital with which the corporation will begin business.
13 V.I.C. § 562 Classes of shares: statement of par value and preferences, privileges, and restrictions; authority of board to change
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If the corporation is authorized to issue more than one class of shares, the articles shall state the initial number of shares which the corporation is authorized to issue and the aggregate par value of all shares that are to have a par value, and (a) the number of shares of each…
13 V.I.C. § 563 Voting rights in central organization
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The articles of incorporation of a central organization which has been formed or exists under the provisions of this chapter may provide that each cooperative corporation which is a shareholder thereof is entitled to cast one or more additional votes in the affairs of the central…
13 V.I.C. § 564 Corporate name; inclusion of cooperative
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The names of all corporations formed under this chapter shall include “cooperative” or credit union“. No corporation shall be formed under this chapter unless there is affixed or prefixed to its name some word or abbreviation which will indicate that it is a corporation, as disti…
13 V.I.C. § 565 Bylaws; adoption and approval
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Before proceeding to do business the shareholders shall adopt bylaws not inconsistent with the provisions of this chapter which bylaws or any amendment thereto shall be approved by the Director of the Consumer Services Administration.
13 V.I.C. § 566 Permissible provisions
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(a) The bylaws of a cooperative corporation may provide for:(a) The management of the property.(b) The regulation of the affairs.(c) Transfer of the shares.(d) The purchase of shares as authorized.(e) Calling of meetings of shareholders.(f) Election of directors.(g) The number of…
13 V.I.C. § 567 Purchase of shares
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The bylaws of a cooperative corporation may provide for the purchase of shares held by any shareholder who fails to patronize the corporation during the preceding corporate year to an amount prescribed in the bylaws.
13 V.I.C. § 568 Formation of districts; district meetings; election of delegates; vote of delegates
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A cooperative corporation covering more than one island or an area which in the opinion of the shareholders is too large for their convenient assembling may provide in its bylaws for the formation of districts and the holding of district meetings which may elect one or more deleg…
13 V.I.C. § 569 Management of corporation by board; election of directors; term of office; removal
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Every cooperative corporation shall be managed by a board of directors. The directors shall be elected by the shareholders at such time and for such terms not exceeding three years as the bylaws may prescribe, and shall hold office until their successors are elected and enter upo…
13 V.I.C. § 570 Officers; election by directors
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The officers of every cooperative corporation shall be a president, one or more vice presidents, who shall be directors, and a secretary and a treasurer, who need not be directors, all of whom shall be elected annually by the directors. One person may hold the office of secretary…
13 V.I.C. § 571 Special meeting at request of shareholders
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Upon written request of at least 20 percent of the shareholders, the secretary shall call a special meeting of the shareholders for the purpose to which the request relates.
13 V.I.C. § 572 Quorum
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At any meeting of the shareholders, the presence in person of 250 holders of shares having voting rights, or such lesser number of such persons as shall equal 5 percent of all of the holders of such shares, constitutes a quorum for the transaction of business, unless the bylaws r…
13 V.I.C. § 573 Voting rights
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Any holder of shares having voting rights is entitled to cast one vote and no more, regardless of the number of shares or memberships held by him, except as provided in section 563 of this chapter.
13 V.I.C. § 574 Proxies
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There shall be no voting by proxy except as provided in section 568.
13 V.I.C. § 575 Voting by absent shareholders
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At any meeting of the shareholders the written vote of an absent shareholder, signed by him, shall be received and counted if (a) he has been previously notified, in writing of the exact motion, resolution upon which the vote is taken, and (b) a copy of the motion, resolution, or…
13 V.I.C. § 576 Referendum
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The secretary shall cause a referendum vote to be taken by mail upon any action or recommendation proposed in writing by 20 percent of the shareholders of the corporation.
13 V.I.C. § 577 Promotion expenses; limitation on payment
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None of the funds of any corporation organized under this chapter shall be used nor shall any shares of stock or memberships of such corporation be used in payment of any promotion of the corporation for commission, salaries, or expenses of any kind whatsoever, in excess of 10 pe…
13 V.I.C. § 578 Stock certificates; issuance when fully paid
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Certificates of stock shall not be issued to any subscriber until fully paid.
13 V.I.C. § 579 Purchase of business of another; payment in shares or memberships; approval by shareholders
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When a cooperative corporation purchases the business of any other association, corporation, or person, it may pay for the purchase wholly or partly by the issue of shares of its capital stock or memberships to an amount which at par value would equal the fair market value of the…
13 V.I.C. § 580 Purchase of own shares or memberships
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The corporation has the right to purchase, at book value as conclusively determined by the directors, any of its shares or memberships offered for transfer, or the stock or membership of any deceased shareholder.
13 V.I.C. § 581 Investment in shares or memberships of other corporations
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The corporation may, by a majority vote of the shareholders, invest not to exceed 25 percent of its capital, in the capital stock, shares, or memberships of any other corporation.
13 V.I.C. § 582 Reserve funds and dividends
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(a) The directors shall apportion any surplus-savings and earnings by first setting aside at least 10 percent thereof for a reserve fund until the reserve fund equals 30 percent of the paid-up shares, and thereafter the directors may continue to set aside 10 percent of the net su…
13 V.I.C. § 583 Application of general corporation law
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Any cooperative corporation or credit union organized or existing under this chapter may amend its articles of incorporation in the manner prescribed by the general corporation law; provided, that any such amendment shall be filed with and approved by the Director of the Consumer…
13 V.I.C. § 584 Unauthorized use of cooperative in name
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Except as otherwise expressly provided in this chapter, no person, firm, individual, partnership, trust, domestic corporation, foreign corporation, or association shall adopt or use the word “cooperative” or any abbreviation or derivation thereof, or any word similar thereto, as …
13 V.I.C. § 585 Foreign corporations; use of cooperative in name
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Any foreign corporation, organized under and complying with the cooperative law of the United States Virgin Islands or other jurisdiction of its creation, may use the term “cooperative” in the United States Virgin Islands if it has complied with the laws of the United States Virg…
13 V.I.C. § 586 Unauthorized business
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It is unlawful for any corporation formed under this chapter to carry on business contrary to or outside of the purpose for which it is formed.
13 V.I.C. § 587 Injunction
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Any person, firm, partnership, trust, domestic corporation, foreign corporation, or association may be enjoined from violating the provisions of section 584 or section 586 of this chapter or form issuing, selling, offering for sale, negotiating, advertising or distributing stock,…
13 V.I.C. § 589 Penalties
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Any person, firm, partnership, trustee, association or corporation violating any of the provisions of this chapter is guilty of a misdemeanor, punishable by a fine not more than $500, or by imprisonment for not more than one year, or both such fine and imprisonment.