11 V.S.A. § 4117 — VT Code / Title 11 / Chapter 25 / Section 4117
§ 4117. Revocation of certificate of authority
Status: in_force

(a) The Secretary of State may revoke a certificate of authority of a foreign limited liability company to transact business in this State in the manner provided in subsections (b) and (c) of this section if:

(1) the company does not:

(A) pay, within 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this chapter;

(B) appoint and maintain an agent for service of process as required by section 4007 of this title; or

(C) deliver for filing a statement of change under section 4008 of this title within 30 days after a change has occurred in the name or address of the agent; or

(2) the Commissioner of Taxes notifies the Secretary of State that a foreign limited liability company has failed to make a return, to pay a tax, to file a bond, or to do any other act required under 32 V.S.A. chapter 211.

(b)(1) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State shall file a notice of revocation and send a copy to the company's agent for service of process in this State, or if the company does not appoint and maintain a proper agent in this State, to the company's designated office.

(2) A notice of revocation shall state:

(A) the effective date of the revocation, which shall be at least 60 days after the date the Secretary of State sends the copy; and

(B) the grounds for revocation under subsection (a) of this section.

(c) The authority of a foreign limited liability company to transact business in this State shall cease on the effective date of the notice of revocation unless, before that date, the company cures each ground for revocation stated in the notice filed under subsection (b) of this section. If the company cures each ground, the Secretary of State shall file a record so stating.
11 V.S.A. § 3418 — VT Code / Title 11 / Chapter 23 / Section 3418
§ 3418. Scope of notice
Status: in_force

The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners and the persons designated therein as limited partners, if any are so designated, are limited partners, but it is not notice of any other fact.
11 V.S.A. § 3412 — VT Code / Title 11 / Chapter 23 / Section 3412
§ 3412. Amendment to certificate
Status: in_force

(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate shall set forth:

(1) the name of the limited partnership;

(2) the date of filing the original certificate; and

(3) the amendment to the certificate.

(b) Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

(1) the admission of a new general partner;

(2) the withdrawal of a general partner; or

(3) the continuation of the business under section 3471 of this title after an event of withdrawal of a general partner.

(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the 30-day period specified in subsection (b).

(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
11 V.S.A. § 870 — VT Code / Title 11 / Chapter 4 / Section 870
§ 870. Articles of incorporation for licensing authority
Status: in_force

A domestic or foreign professional corporation authorized to transact business in this State may not render professional services in this State until it delivers a certified copy of its articles of incorporation for filing to each licensing authority with jurisdiction over a professional service described in the articles.
11A V.S.A. § 15.04 — VT Code / Title 11A / Chapter 15 / Section 15.04
§ 15.04. Amended certificate of authority
Status: in_force

(a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State if it changes:

(1) its corporate name;

(2) the period of its duration; or

(3) the state or country of its incorporation.

(b) The requirements of section 15.03 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
11C V.S.A. § 402 — VT Code / Title 11C / Chapter 4 / Section 402
§ 402. Notice and action on amendment of organic rules
Status: in_force

(a) Except as provided in subsections 401(a) and 405(f) of this title, the organic rules of a mutual benefit enterprise may be amended only at a members' meeting. An amendment may be proposed by either:

(1) a majority of the board of directors or a greater percentage if required by the organic rules; or

(2) one or more petitions signed by at least 10 percent of the patron members or at least 10 percent of the investor members.

(b) The board of directors shall call a members' meeting to consider an amendment proposed pursuant to subsection (a) of this section. The meeting shall be held not later than 90 days following the proposal of the amendment by the board or receipt of a petition. The board shall mail or otherwise transmit or deliver in a record to each member:

(1) the proposed amendment or a summary of the proposed amendment and a statement of the manner in which a copy of the amendment in a record may be reasonably obtained by a member;

(2) a recommendation that the members approve the amendment or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;

(3) a statement of any condition of the board's submission of the amendment to the members; and

(4) notice of the meeting at which the proposed amendment will be considered, which shall be given in the same manner as notice for a special meeting of members.
11C V.S.A. § 1305 — VT Code / Title 11C / Chapter 13 / Section 1305
§ 1305. Proceeds and expenses
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section:

(1) any proceeds or other benefits of a derivative action to enforce a right of a mutual benefit enterprise, whether by judgment, compromise, or settlement, belong to the enterprise and not to the plaintiff; and

(2) if the plaintiff in the derivative action receives any proceeds, the plaintiff shall immediately remit them to the enterprise.

(b) If a derivative action to enforce a right of a mutual benefit enterprise is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the enterprise.
11 V.S.A. § 4175 — VT Code / Title 11 / Chapter 25 / Section 4175
§ 4175. Consensus formation algorithms and governance processes
Status: in_force

In its governance, a BBLLC may:

(1) adopt any reasonable algorithmic means for accomplishing the consensus process for validating records, as well as requirements, processes, and procedures for conducting operations, or making organizational decisions on the blockchain technology used by the BBLLC; and

(2) in accordance with any procedure specified pursuant to section 4173 of this title, modify the consensus process, requirements, processes, and procedures, or substitute a new consensus process, requirements, processes, or procedures that comply with the requirements of law and the governance provisions of the BBLLC.
11 V.S.A. § 4143 — VT Code / Title 11 / Chapter 25 / Section 4143
§ 4143. Plan of conversion
Status: in_force

(a) A domestic limited liability company may convert to a different type of organization under section 4142 of this title, by approving a plan of conversion. The plan shall be in a record and contain:

(1) the name of the converting limited liability company;

(2) the name, jurisdiction of formation, and type of organization of the converted organization;

(3) the manner of converting the interests in the converting limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;

(4) the proposed public organizational documents of the converted organization if it will be an organization with public organizational documents filed with the Secretary of State;

(5) the full text of the private organizational documents of the converted organization which are proposed to be in a record;

(6) the other terms and conditions of the conversion; and

(7) any other provision required by the law of this State or the operating agreement of the converting limited liability company.

(b) A domestic general partnership or a domestic limited partnership may convert into a domestic limited liability company by approving a plan of conversion setting forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof.

(c) In addition to the requirements of subsection (a) of this section, a plan of conversion may contain any other provision not prohibited by law.
11A V.S.A. § 21.11 — VT Code / Title 11A / Chapter 21 / Section 21.11
§ 21.11. Standard of conduct for officers
Status: in_force

(a) An officer of a benefit corporation shall consider the interests and factors described in subsection 21.09(a) of this title in the manner provided in that subsection when:

(1) the officer has discretion in how to act or not act with respect to a matter; and

(2) it reasonably appears to the officer that the matter may have a material effect on:

(A) the creation of general or specific public benefit by the benefit corporation; or

(B) any of the interests or factors referred to in subdivision 21.09(a)(1) of this title.

(b) The consideration of interests and factors in the manner described in subsection (a) of this section shall not constitute a violation of the fiduciary duty of an officer to the benefit corporation.

(c) An officer is not liable to the benefit corporation or any person entitled to bring a benefit enforcement proceeding under section 21.13 of this title for any action or failure to take action in his or her official capacity if the officer performed the duties of the position in compliance with section 8.41 of this title and with this section.

(d) An officer is not liable for the failure of a benefit corporation to create general or specific public benefit.

(e) An officer of a benefit corporation shall not have any duty to a person that is a beneficiary of the general or specific public benefit purposes of the benefit corporation arising only from the person's status as a beneficiary.

(f) The articles of incorporation of a benefit corporation may set forth a provision eliminating or limiting the liability of an officer to the benefit corporation or its shareholders for money damages for any action taken, or any failure to take any action, solely as an officer, based on a failure to discharge his or her own duties in accordance with this chapter, except liability for:

(1) the amount of a financial benefit received by an officer to which the officer is not entitled;

(2) an intentional or reckless infliction of harm on the benefit corporation or its shareholders; or

(3) an intentional or reckless criminal act.
11A V.S.A. § 7.20 — VT Code / Title 11A / Chapter 7 / Section 7.20
§ 7.20. Shareholders' list for meeting
Status: in_force

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder.

(b) The shareholders' list must be made available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder of record and entitled to vote at that meeting, his or her agent, or attorney is entitled on written demand to inspect and, subject to the requirements of subsection 16.02(c) of this title, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.

(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder of record and entitled to vote at that meeting, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or at any adjournment.

(d) If the corporation refuses to allow a shareholder of record and entitled to vote at that meeting, his or her agent, or attorney to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b) of this section), the superior court of a county where a corporation's principal office (or if none in this State, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting, unless a shareholder, or his or her agent or attorney objects on the record or in writing to such refusal or failure prior to such action having been taken. In the event of such refusal or failure, and such objection, the action taken at the meeting shall be negated unless:

(1) the meeting is recessed for a period of not less than five days after the list is made available to the objecting party; or

(2) the corporation petitions and the superior court declares that the corporation's refusal or failure is in accordance with the law.
11 V.S.A. § 1501 — VT Code / Title 11 / Chapter 13 / Section 1501
§ 1501. Procedure
Status: in_force

The word “persons” as used in sections 42 and 1925 of this title shall apply to and include churches and religious or ecclesiastical corporations or societies. Churches and religious or ecclesiastical corporations or societies desiring to unite and form a corporation under the provisions of chapters 1 and 17 of this title shall hold meetings of their members to vote upon the question. Notices of such meetings and of the fact that the question of forming a corporation under the terms of such chapters is to be considered thereat shall be sent to all of the members of such churches, societies, or corporations. Voting at such meetings may be in person or by proxy, and a majority of the votes cast at such a meeting shall be necessary to determine the question of forming a corporation.
11A V.S.A. § 11.16 — VT Code / Title 11A / Chapter 11 / Section 11.16
§ 11.16. Effect of domestication
Status: in_force

(a) When a domestication takes effect:

(1) The domesticated corporation is for all purposes the corporation that existed before the domestication.

(2) The property owned by the domesticating corporation remains vested in the domesticated corporation.

(3) The debts, obligations, and other liabilities of the domesticating corporation continue as debts, obligations, and other liabilities of the domesticated corporation.

(4) An action or proceeding pending by or against a domesticating corporation continues as if the domestication had not occurred.

(5) Except as prohibited by other law, the rights, privileges, immunities, powers, and purposes of the domesticating corporation remain vested in the domesticated corporation.

(6) Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect.

(7) Except as otherwise agreed, the domestication does not dissolve a domesticating corporation for the purposes of this chapter 11.

(b)(1) A domesticated corporation that was a foreign corporation consents to the jurisdiction of the courts of this State to enforce a debt, obligation, or other liability the domesticating corporation owes, if, before the domestication, the domesticating corporation was subject to suit in this State on the debt, obligation, or other liability.

(2) A domesticated corporation that was a foreign corporation and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection.

(3) A person shall serve the Secretary of State under this subsection in the same manner, and the service has the same consequences, as in section 5.04 of this title.

(c) A corporation that domesticates in a foreign jurisdiction shall deliver to the Secretary of State for filing a statement surrendering the corporation's certificate of organization that includes:

(1) the name of the corporation;

(2) a statement that the articles of incorporation are surrendered in connection with the domestication of the company in a foreign jurisdiction;

(3) a statement that the corporation approved the domestication as required by this title; and

(4) the name of the relevant foreign jurisdiction.
11 V.S.A. § 937 — VT Code / Title 11 / Chapter 5 / Section 937
§ 937. Enjoining issuance of scrip
Status: in_force

On complaint brought by the Commissioner in the Superior Court within and for the county of Washington, a person issuing scrip in violation of this chapter shall be enjoined from issuing further scrip and required to redeem forthwith scrip already issued, and the terms of this chapter and rules and regulations issued hereunder may be enforced.
11A V.S.A. § 15.05 — VT Code / Title 11A / Chapter 15 / Section 15.05
§ 15.05. Effect of certificate of authority
Status: in_force

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State; subject, however, to the right of the State to revoke the certificate as provided in this title, and to impose such restrictions as are required by law.

(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this title is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.

(c) Except as provided in subdivision 11.07(a)(3) of this title, this title does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State.
11B V.S.A. § 1.21 — VT Code / Title 11B / Chapter 1 / Section 1.21
§ 1.21. Forms
Status: in_force

(a) The Secretary of State may prescribe the form or electronic format of and furnish on request, forms or specifications for formats for:

(1) an application for a certificate of good standing;

(2) a foreign corporation's application for a certificate of authority to transact business in this State;

(3) a foreign corporation's application for a certificate of withdrawal; and

(4) the biennial report.

(b) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by this title but their use is not mandatory.
11 V.S.A. § 4056 — VT Code / Title 11 / Chapter 25 / Section 4056
§ 4056. Limitations on distributions
Status: in_force

(a) A distribution shall not be made if:

(1) the limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or

(2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution.

(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of:

(1) generally accepted accounting practices and principles;

(2) a fair valuation; or

(3) another method that is reasonable under the circumstances.

(c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:

(1) in the case of distribution by purchase, redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and

(2) in all other cases, as of the date the:

(A) distribution is authorized if the payment occurs within 120 days after the date of authorization; or

(B) payment is made if it occurs more than 120 days after the date of authorization.

(d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.

(e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to members could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness and not the issuance of the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
11A V.S.A. § 6.30 — VT Code / Title 11A / Chapter 6 / Section 6.30
§ 6.30. Shareholders' preemptive rights
Status: in_force

(a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares unless the articles of incorporation contain a statement that “the corporation elects to have preemptive rights,” or words of similar import.

(b) A corporation electing to have preemptive rights may include in its articles of incorporation a statement prescribing the type and extent of preemptive rights granted to the shareholders. The statement may include, modify, or exclude any of the terms provided under subdivisions (1) through (6) of this subsection. If the articles of incorporation of a corporation electing to have preemptive rights do not include a statement prescribing the preemptive rights, the following terms shall apply:

(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.

(2) A shareholder may waive his or her preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(3) There is no preemptive right with respect to:

(A) shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;

(B) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;

(C) shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation;

(D) shares sold otherwise than for money.

(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.

(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.

(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.

(c) For purposes of this section, “shares” include a security convertible into or carrying a right to subscribe for or acquire shares.
11 V.S.A. § 934 — VT Code / Title 11 / Chapter 5 / Section 934
§ 934. Bank deposits left with bank
Status: in_force

Bank deposits assigned under the provisions of this chapter in consideration and as security for scrip, except as otherwise directed by the Commissioner, shall remain on deposit in the same bank where originally deposited, but with the Commissioner's consent, may be transferred to deposits classified as new savings deposits. Whenever deposits which bear no interest are assigned to such scrip corporation, they may be withdrawn under rules and regulations prescribed by the Commissioner, and placed at interest, unless such corporation and such depository with the consent of the Commissioner enter into an agreement for the payment of interest thereon.
11A V.S.A. § 13.20 — VT Code / Title 11A / Chapter 13 / Section 13.20
§ 13.20. Notice of dissenters' rights
Status: in_force

(a) If proposed corporate action creating dissenters' rights under section 13.02 of this title is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.

(b) If corporate action creating dissenters' rights under section 13.02 of this title is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 13.22 of this title.
11C V.S.A. § 504 — VT Code / Title 11C / Chapter 5 / Section 504
§ 504. No liability as member for enterprise's obligations
Status: in_force

Unless the articles of organization otherwise provide, a debt, obligation, or other liability of a mutual benefit enterprise is solely that of the enterprise and is not the debt, obligation, or liability of a member solely by reason of being a member.
11B V.S.A. § 1.26 — VT Code / Title 11B / Chapter 1 / Section 1.26
§ 1.26. Appeal from Secretary of State's refusal to file document
Status: in_force

(a) If the Secretary of State refuses to file a document delivered for filing to the Secretary of State's Office, the domestic or foreign corporation may appeal the refusal to the Superior Court in the county where the corporation's principal office, or if there is none in this State, its registered office, is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of the refusal to file.

(b) The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings.
11C V.S.A. § 302 — VT Code / Title 11C / Chapter 3 / Section 302
§ 302. Formation of mutual benefit enterprise; articles of organization
Status: in_force

(a) To form a mutual benefit enterprise, an organizer of the enterprise shall deliver articles of organization to the Secretary of State for filing. The articles shall state:

(1) the name of the enterprise;

(2) the purposes for which the enterprise is formed;

(3) the street address and, if different, mailing address of the enterprise's initial designated office and the name of the enterprise's initial agent for service of process at the designated office;

(4) the street address and, if different, mailing address of the initial principal office;

(5) the name and street address and, if different, mailing address of each organizer; and

(6) the term for which the enterprise is to exist if other than perpetual.

(b) Subject to subsection 113(a) of this title, articles of organization may contain any other provisions in addition to those required by subsection (a) of this section.

(c) A mutual benefit enterprise is formed after articles of organization that substantially comply with subsection (a) of this section are delivered to the Secretary of State, are filed, and become effective under subsection 203(c) of this title.

(d) If articles of organization filed by the Secretary of State provide for a delayed effective date, a mutual benefit enterprise is not formed if, before the articles take effect, an organizer signs and delivers to the Secretary of State for filing a statement of cancellation.
11C V.S.A. § 1402 — VT Code / Title 11C / Chapter 14 / Section 1402
§ 1402. Application for certificate of authority
Status: in_force

(a) A foreign enterprise may apply for a certificate of authority by delivering an application to the Secretary of State for filing. The application shall state:

(1) the name of the foreign enterprise and, if the name does not comply with section 111 of this title, an alternative name adopted pursuant to section 1405 of this title;

(2) the name of the state or other jurisdiction under whose law the foreign enterprise is organized;

(3) the street address and, if different, mailing address of the principal office and, if the law of the jurisdiction under which the foreign enterprise is organized requires the foreign enterprise to maintain another office in that jurisdiction, the street address and, if different, mailing address of the required office;

(4) the street address and, if different, mailing address of the foreign enterprise's designated office in this State, and the name of the foreign enterprise's agent for service of process at the designated office; and

(5) the name, street address and, if different, mailing address of each of the foreign enterprise's current directors and officers, and of any other principal the enterprise provides.

(b) A foreign enterprise shall deliver with a completed application under subsection (a) of this section a certificate of good standing or existence or a similar record signed by the Secretary of State or other official having custody of the foreign enterprise's publicly filed records in the state or other jurisdiction under whose law the foreign enterprise is organized.

(c) A foreign enterprise may not transact business in this State without a certificate of authority.
11 V.S.A. § 1025 — VT Code / Title 11 / Chapter 7 / Section 1025
§ 1025. Joint agreements
Status: in_force

Upon resolution adopted by its board of directors, an association may enter into all necessary and proper contracts or arrangements with any other cooperative corporation, association, or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business or any part thereof. Any two or more associations may, by an agreement, unite in employing and using or may separately employ and use the same personnel, methods, means, and agencies for carrying on and conducting their respective businesses.
11 V.S.A. § 4053 — VT Code / Title 11 / Chapter 25 / Section 4053
§ 4053. Member's liability for contributions
Status: in_force

(a) A person's obligation to make a contribution to a limited liability company is not excused by the member's death, disability, or other inability to perform personally. If a person does not make the required contribution, the person's estate is obligated at the option of the company to contribute money equal to that portion of the value of the part of the contribution which has not been made.

(b) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section, and without notice of any compromise under subdivision 4054(d)(4) of this title, may enforce the original obligation.
11B V.S.A. § 11.01 — VT Code / Title 11B / Chapter 11 / Section 11.01
§ 11.01. Approval of plan of merger
Status: in_force

(a) Subject to the limitations set forth in section 11.02 of this title, one or more nonprofit corporations may merge into an existing business or nonprofit corporation, which may be one of the merging corporations as long as the plan of merger is approved as provided in section 11.03 of this title.

(b) The plan of merger must set forth:

(1) the name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;

(2) the terms and conditions of the planned merger; and

(3) the manner and basis, if any, of converting the memberships of each public benefit corporation into memberships of the surviving corporation; and

(4) if the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or into cash or other property in whole or part.

(c) The plan of merger shall set forth any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger and may set forth other provisions relating to the planned merger.
11 V.S.A. § 50 — VT Code / Title 11 / Chapter 1 / Section 50
§ 50. Reorganization of corporations formed prior to 1915
Status: in_force

If the Secretary of State receives articles of association of a corporation to be formed under this chapter for the purpose of acquiring the assets and continuing the business of a corporation formed by special act or under the general laws of this State prior to April 1, 1915, and such fact is established by affidavit to his or her satisfaction, he or she shall record such articles of association of such corporation on payment of a fee of $15.00 and such corporation may assume the name of the corporation whose assets and business are to be so acquired.
11A V.S.A. § 21.02 — VT Code / Title 11A / Chapter 21 / Section 21.02
§ 21.02. Law applicable
Status: in_force

(a) This chapter shall apply only to a domestic corporation meeting the definition of a benefit corporation in subdivision 21.03(a)(1) of this title. The provisions of this title other than those set forth in this chapter shall apply to a benefit corporation in the absence of a contrary or inconsistent provision in this chapter. A corporation whose status as a benefit corporation terminates shall immediately become subject to the obligations and rights of a general corporation as provided in this title.

(b) The existence of a provision of this chapter does not of itself create any implication that a contrary or different rule of law is or would be applicable to a corporation that is not a benefit corporation. This chapter does not affect any statute or rule of law as it applies to a corporation that is not a benefit corporation.

(c) A provision of the articles of incorporation or bylaws of a benefit corporation may not be inconsistent with any provision of this chapter.

(d) Terms that are defined in other chapters of this title shall have the same meaning when used in this chapter, except that in this chapter, “corporation” shall have the meaning set forth in section 1.40 of this title.
11 V.S.A. § 3416 — VT Code / Title 11 / Chapter 23 / Section 3416
§ 3416. Filing in Office of Secretary of State
Status: in_force

(a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he or she shall:

(1) endorse on each duplicate original the word “Filed” and the day, month, and year of the filing thereof;

(2) file one duplicate original in his or her office; and

(3) return the other duplicate original to the person who filed it or his or her representative.

(b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the Office of the Secretary of State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is canceled.
11A V.S.A. § 8.62 — VT Code / Title 11A / Chapter 8 / Section 8.62
§ 8.62. Directors' action
Status: in_force

(a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of subdivision 8.61(b)(1) of this title if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors who voted on the transaction after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b) of this section, provided that:

(1) the qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and

(2) where the action has been taken by a committee, all members of the committee were qualified directors, and either:

(A) the committee was composed of all the qualified directors on the board of directors; or

(B) the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.

(b) Notwithstanding subsection (a) of this section, when a transaction is a director's conflicting interest transaction only because a related person described in subdivisions 8.60(5)(E) and (F) of this title is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction:

(1) all information required to be disclosed that is not so violative;

(2) the existence and nature of the director's conflicting interest; and

(3) the nature of the conflicted director's duty not to disclose the confidential information.

(c) A majority, but no fewer than two, of all the qualified directors on the board of directors or on the committee constitutes a quorum for purposes of action that complies with this section.

(d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
11B V.S.A. § 15.32 — VT Code / Title 11B / Chapter 15 / Section 15.32
§ 15.32. Appeal from revocation
Status: in_force

(a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court within 30 days after service of the certificate of revocation is perfected under section 15.10 of this title. The foreign corporation appeals by petitioning the Court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.

(b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings.
11 V.S.A. § 1652 — VT Code / Title 11 / Chapter 15 / Section 1652
§ 1652. Reserved name
Status: reserved

(a) A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing. The application shall state the name and address of the applicant and the name to be reserved. If the Secretary finds that the entity name is available, the Secretary shall reserve the name for the applicant's exclusive use for 120 days.

(b) The owner of a reserved name may transfer the reservation to another person by submitting to the Secretary of State for filing a notice of the transfer, which states the name and address of the transferee.
11A V.S.A. § 14.20 — VT Code / Title 11A / Chapter 14 / Section 14.20
§ 14.20. Involuntary termination
Status: in_force

(a) A corporation, which fails to file an annual report required by section 16.22 of this title, shall terminate and the Secretary of State shall notify such corporation of such termination. If, however, such terminated corporation shall file such annual report together with any fee required by law, its charter shall be reinstated by the Secretary of State.

(b) When the reinstatement is effective, reinstatement shall relate back to and take effect as of the date of the corporation's termination under subsection (a) of this section as if the termination had never occurred.

(c) A corporation shall lose the right to retain its corporate name if the annual report required under subsection (a) of this section is not filed on or before five years after the date when the report is due, and if another domestic or foreign corporation files articles of incorporation requesting the name of the corporation.

(d) Involuntary termination of a corporation does not:

(1) prevent commencement of a proceeding against the corporation in its corporate name;

(2) abate or suspend a proceeding pending by or against the corporation on the effective date of involuntary termination; or

(3) terminate the authority of the registered agent for service of process of the corporation.
11C V.S.A. § 1205 — VT Code / Title 11C / Chapter 12 / Section 1205
§ 1205. Voluntary dissolution by the board and members
Status: in_force

(a) Except as otherwise provided in section 1204 of this title, for a mutual benefit enterprise to voluntarily dissolve:

(1) a resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;

(2) the board of directors shall call a members' meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and

(3) the board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with section 508 of this title:

(A) the resolution required by subdivision (1) of this subsection;

(B) a recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and

(C) notice of the members' meeting, which shall be given in the same manner as notice of a special meeting of members.

(b) Subject to subsection (c) of this section, a resolution to dissolve shall be approved by:

(1) at least two-thirds of the voting power of members present at a members' meeting called under subdivision (a)(2) of this section; and

(2) if the mutual benefit enterprise has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage.

(c) The organic rules may require that the percentage of votes under subdivision (b)(1) of this section is:

(1) a different percentage that is not less than a majority of members voting at the meeting;

(2) measured against the voting power of all members; or

(3) a combination of subdivisions (1) and (2) of this subsection.
11 V.S.A. § 231 — VT Code / Title 11 / Chapter 1 / Section 231
§ 231. Acknowledgments by stockholder or officer
Status: in_force

A person legally qualified to take acknowledgments shall not be disqualified to take such acknowledgments to an instrument in which a corporation is a party, by reason of his or her being a stockholder in or an officer or employee of such corporation.
11 V.S.A. § 841 — VT Code / Title 11 / Chapter 4 / Section 841
§ 841. Voting of shares
Status: in_force

(a) Only a qualified person may be appointed a proxy to vote shares of a professional corporation.

(b) A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. But, if a beneficiary who is a qualified person dies or becomes disqualified, a voting trust valid under this subsection continues to be valid for ten months after the date of death or for five months after the disqualification occurred.
11C V.S.A. § 1204 — VT Code / Title 11C / Chapter 12 / Section 1204
§ 1204. Voluntary dissolution before commencement of activity
Status: in_force

A majority of the organizers or initial directors of a mutual benefit enterprise that has not yet begun business activity or the conduct of its affairs may dissolve the enterprise.
11B V.S.A. § 10.30 — VT Code / Title 11B / Chapter 10 / Section 10.30
§ 10.30. Approval by third persons
Status: in_force

The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.
11A V.S.A. § 6.40 — VT Code / Title 11A / Chapter 6 / Section 6.40
§ 6.40. Distributions to shareholders
Status: in_force

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section.

(b) If the board of directors does not set the record date for determining shareholders entitled to a distribution (other than one involving a repurchase or reacquisition of shares), it is the date the board of directors authorizes the distribution.

(c) No distribution may be made if, after giving it effect:

(1) the corporation would not be able to pay its debts as they become due in the usual course of business; or

(2) the corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section on financial statements prepared on the basis of generally accepted accounting practices and principles, or on the basis of professional appraisals, or on the basis of any other method that is reasonable under the circumstances.

(e) The effect of a distribution under subsection (c) of this section is measured:

(1) in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:

(A) the date money or other property is transferred or debt incurred by the corporation; or

(B) the date the shareholder ceases to be a shareholder with respect to the acquired shares;

(2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed;

(3) in all other cases, as of:

(A) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization; or

(B) the date the payment is made if it occurs more than 120 days after the date of authorization.

(f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
11A V.S.A. § 16.22 — VT Code / Title 11A / Chapter 16 / Section 16.22
§ 16.22. Annual report for Secretary of State
Status: in_force

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, shall deliver to the Secretary of State for filing an annual report that sets forth:

(1) the name of the corporation and the state or country under whose law it is incorporated;

(2) the address of its registered office and the name and email of its registered agent for service of process at that office in this State;

(3) the address of its principal office;

(4) the names and business addresses of its directors and the president, secretary, treasurer, and all other officers with policy-making authority.

(b) Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.

(c) The annual report shall be delivered to the Secretary of State within two and one-half months after the expiration of the corporation's fiscal year.

(d) If an annual report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.

(e) The Secretary of State shall amend its records to reflect a change, if specified in the report, to the business's purpose, email, address, or principal information.
11C V.S.A. § 1101 — VT Code / Title 11C / Chapter 11 / Section 1101
§ 1101. Member's dissociation
Status: in_force

(a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will.

(b) Unless the organic rules otherwise provide, a member's dissociation from a mutual benefit enterprise is wrongful only if the dissociation:

(1) breaches an express provision of the organic rules; or

(2) occurs before the termination of the mutual benefit enterprise and:

(A) the person is expelled as a member under subdivision (d)(3) or (4) of this section; or

(B) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a member because it dissolved or terminated in bad faith.

(c) Unless the organic rules otherwise provide, a person that wrongfully dissociates as a member is liable to the mutual benefit enterprise for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the person to the enterprise.

(d) A member is dissociated from the mutual benefit enterprise as a member when:

(1) the enterprise receives notice in a record of the member's express will to dissociate as a member or, if the member specifies in the notice an effective date later than the date the enterprise received notice, on that later date;

(2) an event stated in the organic rules as causing the member's dissociation as a member occurs;

(3) the member is expelled as a member under the organic rules;

(4) the member is expelled as a member by the board of directors because:

(A) it is unlawful to carry on the enterprise's activities with the member as a member;

(B) there has been a transfer of all the member's financial rights in the enterprise, other than:

(i) a creation or perfection of a security interest; or

(ii) a charging order in effect under section 605 of this title which has not been foreclosed;

(C) the member is a limited liability company, association, or partnership that has been dissolved, and its business is being wound up; or

(D) the member is a corporation, cooperative, or mutual benefit enterprise and:

(i) the member filed a certificate of dissolution or the equivalent, or the jurisdiction of formation revoked the enterprise's charter or right to conduct business;

(ii) the enterprise sends a notice to the member that it will be expelled as a member for a reason described in subdivision (i) of this subdivision (4)(D); and

(iii) not later than 90 days after the notice was sent under subdivision (ii) of this subdivision (4)(D), the member did not revoke its certificate of dissolution or the equivalent, or the jurisdiction of formation did not reinstate the enterprise's charter or right to conduct business; or

(E) the member is an individual and is adjudged incompetent;

(5) in the case of a member who is an individual, the individual dies;

(6) in the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, all the trust's financial rights in the enterprise are distributed;

(7) in the case of a member that is an estate, the estate's entire financial interest in the enterprise is distributed;

(8) in the case of a member that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the member is terminated; or

(9) the enterprise's participation in a merger if, under the plan of merger as approved under article 16 of this title, the member ceases to be a member.
11A V.S.A. § 1.24 — VT Code / Title 11A / Chapter 1 / Section 1.24
§ 1.24. Correcting filed document
Status: in_force

(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document:

(1) is incomplete;

(2) contains an incorrect statement;

(3) was defectively executed, attested, sealed, verified, or acknowledged; or

(4) the electronic transmission of which was defective.

(b) A document is corrected:

(1) by preparing articles of correction that:

(A) describe the document (including its filing date) or attach a copy of it to the articles;

(B) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective;

(C) correct the incorrect statement or defective execution; and

(2) by delivering the articles to the Secretary of State for filing.

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying to their detriment on the uncorrected document. As to those persons, articles of correction are effective when filed.
11 V.S.A. § 1028 — VT Code / Title 11 / Chapter 7 / Section 1028
§ 1028. Application to existing corporations
Status: in_force

By a majority vote of its directors, and the vote in meeting assembled of the holders of two-thirds of the outstanding stock, or, if the stock is divided into classes, by the vote of the holders of two-thirds of each class of outstanding stock, a corporation or association, organized under previously existing statutes, may be brought under the provisions of this subchapter by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a statement signed and sworn to by a majority of its directors to the effect that the corporation or association, by a majority vote of the directors, and the vote in meeting assembled of the holders of two-thirds of the outstanding stock, or, if the stock is divided into classes, by the vote of the holders of two-thirds of each class of outstanding stock, has decided to accept the benefits and be bound by the provisions of this subchapter and has authorized all changes accordingly. Articles of incorporation shall be filed as required in section 995 of this title, except that they shall be signed by the members of the then board of directors. The filing fee shall be the same as for filing an amendment to the certificate of organization.
11 V.S.A. § 3422 — VT Code / Title 11 / Chapter 23 / Section 3422
§ 3422. Voting
Status: in_force

Subject to section 3423 of this title, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.
11 V.S.A. § 3407 — VT Code / Title 11 / Chapter 23 / Section 3407
§ 3407. Business transactions of partner with partnership
Status: in_force

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
11 V.S.A. § 4051 — VT Code / Title 11 / Chapter 25 / Section 4051
§ 4051. Becoming a member
Status: in_force

(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.

(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.

(c) If articles of organization filed with the Secretary of State contain the statement required by subdivision 4023(a)(5) of this title, a person becomes an initial member of the limited liability company with the consent of a majority of the organizers. The organizers may consent to more than one person simultaneously becoming the company's initial members.

(d) After formation of a limited liability company, a person becomes a member:

(1) as provided in the operating agreement;

(2) as the result of a transaction effective under subchapter 10 of this chapter;

(3) with the affirmative vote or consent of all the members; or

(4) if, within 90 consecutive days after the company ceases to have any members:

(A) the last person to have been a member or the legal representative of that person designates a person to become a member; and

(B) the designated person consents to become a member.

(e) A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company.
11 V.S.A. § 1090 — VT Code / Title 11 / Chapter 8 / Section 1090
§ 1090. Internal capital accounts; recall or redemption of shares; interest; collective reserve account
Status: in_force

(a) A worker cooperative may provide in its bylaws that it shall operate as an internal capital account cooperative. Any worker cooperative may establish through its articles of incorporation or bylaws a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation.

(b) The articles of incorporation or bylaws of a worker cooperative may permit the periodic redemption of written notices of allocation and capital stock, and must provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if such redemption would result in the liability of any director or officer of the worker cooperative under 11A V.S.A. § 8.33.

(c) The articles of incorporation or bylaws may provide for the worker cooperative to pay or credit interest on the balance in each member's internal capital account.

(d) The articles of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective account. Earnings assigned to the collective account may be used for any and all corporate purposes as determined by the board of directors.
11 V.S.A. § 3454 — VT Code / Title 11 / Chapter 23 / Section 3454
§ 3454. Distribution upon withdrawal
Status: in_force

Except as provided in this subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, he or she is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based upon what a willing buyer would pay a willing seller for the interest, with neither party being under any compulsion to buy or sell his or her right to share in distributions from the limited partnership.
11C V.S.A. § 813 — VT Code / Title 11C / Chapter 8 / Section 813
§ 813. Meetings and notice
Status: in_force

(a) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required.

(b) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors shall be given to all directors at least three days before the meeting, the notice shall contain a statement of the purpose of the meeting, and the meeting is limited to the matters contained in the statement.
11C V.S.A. § 1608 — VT Code / Title 11C / Chapter 16 / Section 1608
§ 1608. Approval or abandonment of merger by members
Status: in_force

(a) Subject to subsections (b) and (c) of this section, a plan of merger shall be approved by:

(1) at least two-thirds of the voting power of members present at a members' meeting called under subsection 1607(b) of this title; and

(2) if the mutual benefit enterprise has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.

(b) The organic rules may provide that the percentage of votes under subdivision (a)(1) of this section is:

(1) a different percentage that is not less than a majority of members voting at the meeting;

(2) measured against the voting power of all members; or

(3) a combination of subdivisions (1) and (2) of this subsection.

(c) The vote required to approve a plan of merger may not be less than the vote required for the members of the mutual benefit enterprise to amend the articles of organization.

(d) Consent in a record to a plan of merger by a member shall be delivered to the mutual benefit enterprise before delivery of articles of merger for filing pursuant to section 1609 of this title if as a result of the merger, the member will have:

(1) personal liability for an obligation of the enterprise; or

(2) an obligation or liability for an additional contribution.

(e) Subject to subsection (d) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a mutual benefit enterprise that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:

(1) as provided in the plan; and

(2) except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.

(f) The voting requirements for districts, classes, or voting groups under section 404 of this title apply to approval of a merger under this article.
11 V.S.A. § 4005 — VT Code / Title 11 / Chapter 25 / Section 4005
§ 4005. Name
Status: reserved

(a)(1) Except for a low-profit limited liability company, the name of a limited liability company as set forth in its articles of organization shall contain the words “limited liability company” or “limited company” or the abbreviation “L.L.C.,” “LLC,” “L.C.,” or “LC.” The word “limited” may be abbreviated as “Ltd.” and “company” may be abbreviated as “Co.” in a limited liability company name.

(2) The name of a low-profit limited liability company shall contain the abbreviation L3C.

(b) Unless authorized under subsection (c) of this section, the name of a limited liability company shall be distinguishable in the records of the Secretary of State from:

(1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this State; and

(2) each name reserved under:

(A) sections 1621a, 4006, and 3403 of this title;

(B) 11A V.S.A. § 4.02;

(C) 11B V.S.A. § 4.02; and

(D) 11C V.S.A. § 112.

(c) A person may apply to the Secretary of State for authorization to use a name that does not comply with subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if, as to each noncomplying name:

(1) the present user, registrant, or owner of the name consents to the applicant's use of the name in a signed record and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a new name that complies with subsection (b) of this section; or

(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use in this State the name applied for.

(d) Subject to section 4116 of this title, this section applies to a foreign limited liability company transacting business in this State that has a certificate of authority to transact business in this State or which has applied for a certificate of authority.

(e) A person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply for a certificate of approval from the State Board of Education prior to registering a name under this section.
11B V.S.A. § 7.05 — VT Code / Title 11B / Chapter 7 / Section 7.05
§ 7.05. Notice of meeting
Status: in_force

(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.

(b) Any notice which conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.

(c) Notice is fair and reasonable if:

(1) the corporation notifies its members of the place, date, and time of each annual and special meeting of members no fewer than 10 (or if notice is mailed by other than first class or registered mail, 30) nor more than 60 days before the meeting date;

(2) notice of an annual meeting includes a description of any matter or matters which must be approved by the members under sections 8.31, 8.56, 10.03, 10.21, 11.04, 12.02, and 14.02 of this title; and

(3) notice of a special meeting includes a description of the matter or matters for which the meeting is called.

(d) Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7.07 of this title, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.

(e) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:

(1) requested in writing to do so by a person entitled to call a special meeting; and

(2) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.
11A V.S.A. § 13.25 — VT Code / Title 11A / Chapter 13 / Section 13.25
§ 13.25. Payment
Status: in_force

(a) Except as provided in section 13.27 of this title, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 13.23 of this title the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.

(b) The payment must be accompanied by:

(1) the corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;

(2) a statement of the corporation's estimate of the fair value of the shares and how such estimate was calculated;

(3) an explanation of how the interest was calculated;

(4) a statement of the dissenter's right to demand payment under section 13.28 of this title; and

(5) a copy of this chapter.
11B V.S.A. § 8.31 — VT Code / Title 11B / Chapter 8 / Section 8.31
§ 8.31. Director conflict of interest
Status: in_force

(a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fair at the time it was entered into or is approved as provided in subsection (b) or (c) of this section.

(b) A transaction in which a director of a public benefit corporation has a conflict of interest may be approved:

(1) in advance by the vote of the board of directors or a committee of the board if:

(A) the material facts of the transaction and the director's interest are disclosed or known to the board or committee of the board; and

(B) the directors approving the transaction in good faith reasonably believe that the transaction is fair to the corporation; or

(2) before or after it is consummated by obtaining approval of the:

(A) Attorney General; or

(B) Superior Court in an action in which the Attorney General is joined as party.

(c) A transaction in which a director of a mutual benefit corporation has a conflict of interest may be approved if:

(1) the material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board and the board or committee of the board authorized, approved, or ratified the transaction; or

(2) the material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved, or ratified the transaction.

(d) For the purposes of this section, a director of the corporation has an indirect interest in a transaction if:

(1) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or

(2) another entity of which the director is a director, officer, or trustee is a party to the transaction.

(e) For purposes of subsections (b) and (c) of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board or on the committee who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subdivision (b)(1) or (c)(1) of this section if the transaction is otherwise approved as provided in subsection (b) or (c) of this section.

(f) For purposes of subdivision (c)(2) of this section, a conflict of interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subdivision (d)(1) of this section, may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under subdivision (c)(2) of this section. The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this title. A majority of the voting power, whether or not present, that is entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

(g) The articles of incorporation, bylaws, or a resolution of the board may impose additional requirements on conflict of interest transactions.
11B V.S.A. § 7.26 — VT Code / Title 11B / Chapter 7 / Section 7.26
§ 7.26. Other methods of electing directors
Status: in_force

A corporation may provide in its articles or bylaws for election of directors by members or delegates:

(1) on the basis of chapter or other organizational unit;

(2) by region or other geographic unit;

(3) by preferential voting; and

(4) by any other reasonable method.
11A V.S.A. § 15.33 — VT Code / Title 11A / Chapter 15 / Section 15.33
§ 15.33. Involuntary termination by judicial proceeding
Status: in_force

Upon petition by the Attorney General, the Superior Court of Washington County may terminate the certificate of authority of a foreign corporation if it is established that the corporation has continued to exceed or abuse the authority conferred upon it under the laws of this State.
11C V.S.A. § 505 — VT Code / Title 11C / Chapter 5 / Section 505
§ 505. Right of member and former member to information
Status: in_force

(a) Not later than 10 business days after receipt of a demand made in a record, a mutual benefit enterprise shall permit a member to obtain, inspect, and copy in the enterprise's principal office required information listed in subdivisions 114(a)(1) through (8) of this title during regular business hours. A member need not have any particular purpose for seeking the information. The enterprise is not required to provide the same information listed in subdivisions 114(a)(2) through (8) of this title to the same member more than once during a six-month period.

(b) On demand made in a record received by the mutual benefit enterprise, a member may obtain, inspect, and copy in the enterprise's principal office required information listed in subdivisions 114(a)(9), (10), (12), (13), (16), and (18) of this title during regular business hours if:

(1) the member seeks the information in good faith and for a proper purpose reasonably related to the member's interest;

(2) the demand includes a description with reasonable particularity of the information sought and the purpose for seeking the information;

(3) the information sought is directly connected to the member's purpose; and

(4) the demand is reasonable.

(c) Not later than 10 business days after receipt of a demand pursuant to subsection (b) of this section, a mutual benefit enterprise shall provide, in a record, the following information to the member that made the demand:

(1) if the enterprise agrees to provide the demanded information:

(A) what information the enterprise will provide in response to the demand; and

(B) a reasonable time and place at which the enterprise will provide the information; or

(2) if the enterprise declines to provide some or all of the demanded information, the enterprise's reasons for declining.

(d) A person dissociated as a member may obtain, inspect, and copy information available to a member under subsection (a) or (b) of this section by delivering a demand in a record to the mutual benefit enterprise in the same manner and subject to the same conditions applicable to a member under subsection (b) of this section if:

(1) the information pertains to the period during which the person was a member in the enterprise; and

(2) the person seeks the information in good faith.

(e) A mutual benefit enterprise shall respond to a demand made pursuant to subsection (d) of this section in the manner provided in subsection (c) of this section.

(f) Not later than 10 business days after receipt by a mutual benefit enterprise of a demand made by a member in a record, but not more often than once in a six-month period, the enterprise shall deliver to the member a record stating the information with respect to the member required by subdivision 114(a)(17) of this title.

(g) A mutual benefit enterprise may impose reasonable restrictions, including nondisclosure restrictions, on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the enterprise has the burden of proving reasonableness.

(h) A mutual benefit enterprise may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.

(i) A person who may obtain information under this section may obtain the information through an attorney or other agent. A restriction imposed on the person under subsection (g) of this section or by the organic rules applies to the attorney or other agent.

(j) The rights stated in this section do not extend to a person as transferee.

(k) The organic rules may require a mutual benefit enterprise to provide more information than required by this section and may establish conditions and procedures for providing the information.
11 V.S.A. § 3212 — VT Code / Title 11 / Chapter 22 / Section 3212
§ 3212. Formation of partnership
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.

(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter except that a statute of another jurisdiction relating to the formation of partnerships or limited liability partnerships shall be deemed to be a comparable statute.

(c) In determining whether a partnership is formed, the following rules apply:

(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

(A) of a debt by installments or otherwise;

(B) for services as an independent contractor or of wages or other compensation to an employee;

(C) of rent;

(D) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;

(E) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or

(F) for the sale of the goodwill of a business or other property by installments or otherwise.
11A V.S.A. § 8.44 — VT Code / Title 11A / Chapter 8 / Section 8.44
§ 8.44. Contract rights of officers
Status: in_force

(a) The appointment of an officer does not itself create contract rights.

(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
11 V.S.A. § 1024 — VT Code / Title 11 / Chapter 7 / Section 1024
§ 1024. Warehouse receipts
Status: in_force

An association engaged in warehousing may issue negotiable or nonnegotiable warehouse receipts of the association against the commodities delivered, and such warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. In case such warehouse is licensed, or licensed and bonded, under the laws of this or any other state of the United States, its warehouse receipt delivered to the association on commodities of the association or its members, or delivered by the association or by its members, shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.
11A V.S.A. § 8.60 — VT Code / Title 11A / Chapter 8 / Section 8.60
§ 8.60. Definitions
Status: in_force

For purposes of this subchapter:

(1) “Control” including the term “controlled by” means:

(A) having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity whether through the ownership of voting shares or interests, by contract, or otherwise; or

(B) being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns.

(2) “Director's conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation or by an entity controlled by the corporation that at the relevant time the director:

(A) was a party to; or

(B) had knowledge of and a material financial interest known to the director; or

(C) knew that a related person was a party or had a material financial interest.

(3) “Fair to the corporation” means, for purposes of subdivision 8.61(b)(3) of this title, that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was:

(A) fair in terms of the director's dealings with the corporation; and

(B) comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation.

(4) “Material financial interest” means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director's judgment when participating in action on the authorization of the transaction.

(5) “Related person” means:

(A) the director's spouse;

(B) a child, stepchild, grandchild, parent, stepparent, grandparent, sibling, step sibling, half sibling, aunt, uncle, niece, or nephew (or spouse of any thereof) of the director or of the director's spouse;

(C) an individual living in the same home as the director;

(D) an entity, other than the corporation or an entity controlled by the corporation, controlled by the director or any person specified in this subdivision;

(E) a domestic or foreign:

(i) business or nonprofit corporation (other than the corporation or an entity controlled by the corporation) of which the director is a director;

(ii) unincorporated entity of which the director is a general partner or a member of the governing body; or

(iii) individual, trust, or estate for whom or of which the director is a trustee, guardian, personal representative, or like fiduciary; or

(F) a person that is, or an entity that is controlled by, an employer of the director.

(6) “Relevant time” means:

(A) the time at which the directors' action respecting the transaction is taken in compliance with section 8.62 of this title; or

(B) if the transaction is not brought before the board of directors of the corporation or its committee for action under section 8.62 of this title, at the time the corporation, or an entity controlled by the corporation, becomes legally obligated to consummate the transaction.

(7) “Required disclosure” means disclosure of:

(A) the existence and nature of the director's conflicting interest; and

(B) all facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.
11C V.S.A. § 403 — VT Code / Title 11C / Chapter 4 / Section 403
§ 403. Method of voting on amendment of organic rules
Status: in_force

(a) A substantive change to a proposed amendment of the organic rules may not be made at the members' meeting at which a vote on the amendment occurs.

(b) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members' meeting at which the vote on the amendment occurs and need not be separately voted upon by the board of directors.

(c) A vote to adopt a nonsubstantive change to a proposed amendment to the organic rules shall be by the same percentage of votes as is required to pass a proposed amendment.
11C V.S.A. § 1007 — VT Code / Title 11C / Chapter 10 / Section 1007
§ 1007. Limitations on distributions
Status: in_force

(a) A mutual benefit enterprise may not make a distribution if, after the distribution:

(1) the enterprise would not be able to pay its debts as they become due in the ordinary course of the enterprise's activities; or

(2) the enterprise's assets would be less than the sum of its total liabilities.

(b) A mutual benefit enterprise may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(c) Except as otherwise provided in subsection (d) of this section, the effect of a distribution allowed under subsection (b) of this section is measured:

(1) in the case of distribution by purchase, redemption, or other acquisition of financial rights in the mutual benefit enterprise, as of the date money or other property is transferred or debt is incurred by the enterprise; and

(2) in all other cases, as of the date:

(A) the distribution is authorized, if the payment occurs not later than 120 days after that date; or

(B) the payment is made, if payment occurs more than 120 days after the distribution is authorized.

(d) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.

(e) For purposes of this section, “distribution” does not include reasonable amounts paid to a member in the ordinary course of business as payment or compensation for commodities, goods, past or present services, or reasonable payments made in the ordinary course of business under a bona fide retirement or other benefits program.
11B V.S.A. § 2.04 — VT Code / Title 11B / Chapter 2 / Section 2.04
§ 2.04. Liability for preincorporation transactions
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for all liabilities created while so acting.
11 V.S.A. § 3311 — VT Code / Title 11 / Chapter 22 / Section 3311
§ 3311. Uniformity of application and construction
Status: in_force

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
11B V.S.A. § 14.21 — VT Code / Title 11B / Chapter 14 / Section 14.21
§ 14.21. Procedure for and effect of involuntary termination
Status: in_force

(a) Upon determining that one or more grounds exist under section 14.20 of this title for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 5.04 of this title.

(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least 60 days after service of the notice is perfected under section 5.04 of this title, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under section 5.04 of this title, and in the case of a public benefit corporation shall notify the Attorney General in writing.

(c) A corporation involuntarily dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 14.05 of this title and notify its claimants under sections 14.06 and 14.07 of this title.

(d) The involuntary dissolution of a corporation does not terminate the authority of its registered agent for service of process.
11 V.S.A. § 811 — VT Code / Title 11 / Chapter 3 / Section 811
§ 811. Death or disqualification of shareholders
Status: in_force

The articles of association may provide for the purchase or redemption of the shares of any shareholder upon the death or disqualification of such shareholder, or the same may be provided in the bylaws or by private agreement. In the absence of a provision for the same in the articles of association or the bylaws or by private agreement, the professional corporation shall purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in such corporation within 90 days after the death or disqualification of the shareholder, as the case may be. The price for such shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the professional corporation in accordance with the regular method of accounting used by such corporation. If the corporation shall fail to purchase such shares by the end of said 90 days, then the executor or administrator or other person representative of a deceased shareholder or a disqualified shareholder may bring an action in the Superior Court for the county in which the principal office of the professional corporation is located for the enforcement of this provision. If the plaintiff obtains judgment in such action he shall be entitled to recover the book value of the shares involved and his costs. The professional corporation shall repurchase such shares without regard to restrictions upon the repurchase of shares provided by the general corporation law. (1963, No. 218, § 12, eff. July 3, 1963; amended 1973, No. 193 (Adj. Sess.), § 3.)
11 V.S.A. § 3456 — VT Code / Title 11 / Chapter 23 / Section 3456
§ 3456. Right to distribution
Status: in_force

At the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
11A V.S.A. § 21.04 — VT Code / Title 11A / Chapter 21 / Section 21.04
§ 21.04. Incorporation of a benefit corporation
Status: in_force

A benefit corporation shall be formed in accordance with sections 2.01, 2.02, 2.03, and 2.05 of this title, except that its articles of incorporation shall also contain the provision required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation.
11 V.S.A. § 836 — VT Code / Title 11 / Chapter 4 / Section 836
§ 836. Court costs and fees of experts
Status: in_force

(a) The court, in an appraisal proceeding commenced under section 835 of this title, shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. But the court may assess costs against the disqualified person or the estate of a deceased shareholder if the court finds the disqualified person or the executor or administrator of the estate of a deceased shareholder acted arbitrarily, vexatiously or not in good faith in refusing to accept the corporation's offer.

(b) The court may also assess the fees and expenses of counsel and experts for the disqualified person or the estate of a deceased shareholder against the corporation and in favor of the disqualified person or the estate of a deceased shareholder, if the court finds that the fair value of his or her shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer.
11A V.S.A. § 11.02 — VT Code / Title 11A / Chapter 11 / Section 11.02
§ 11.02. Conversion authorized
Status: in_force

(a) By complying with sections 11.03 through 11.06 of this title, a domestic corporation may become a domestic organization that is a different type of organization.

(b) By complying with sections 11.03 through 11.06 of this title, a domestic organization may become a domestic corporation.

(c) By complying with sections 11.03 through 11.06 of this title applicable to foreign organizations, a foreign organization that is not a foreign corporation may become a domestic corporation if the conversion is authorized by the law of the foreign organization's jurisdiction of formation.

(d) If a protected agreement contains a provision that applies to a merger of a domestic corporation but does not refer to a conversion, the provision applies to a conversion of the corporation as if the conversion were a merger until the provision is amended after July 1, 2017.
11A V.S.A. § 21.07 — VT Code / Title 11A / Chapter 21 / Section 21.07
§ 21.07. Termination of benefit corporation status by amendment of articles of incorporation; vote required
Status: in_force

A corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation, in addition to the provisions required by section 2.02 of this title to be stated in the articles of incorporation of a benefit corporation. The amendment shall be adopted and shall become effective in accordance with sections 10.01 through 10.09 of this title, except that:

(1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing the amendment and the effect of terminating the status of the corporation as a benefit corporation; and

(2) the amendment shall be approved by the higher of:

(A) the vote required by the articles of incorporation; or

(B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group.
11C V.S.A. § 301 — VT Code / Title 11C / Chapter 3 / Section 301
§ 301. Organizers
Status: in_force

A mutual benefit enterprise shall be organized by one or more organizers.
11B V.S.A. § 4.03 — VT Code / Title 11B / Chapter 4 / Section 4.03
§ 4.03. Registered name
Status: reserved

(a) A foreign corporation may register its corporate name, or its alternate name or corporate name with any addition required by section 15.06 of this title, if the name is distinguishable upon the records of the Secretary of State from:

(1) the corporate name of a nonprofit or business corporation incorporated or authorized to do business in this State; and

(2) a corporate name reserved under section 4.02 of this title or 11A V.S.A. § 4.02 or registered under this section.

(b) A foreign corporation registers its corporate name, or its alternate name or corporate name with any addition required by section 15.06 of this title, by delivering to the Secretary of State an application:

(1) setting forth its corporate name, or its alternate name or corporate name with any addition required by section 15.06 of this title, the state or country and date of its incorporation, and a brief description of the nature of the activities in which it is engaged; and

(2) accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation.

(c) The name is registered for the applicant's exclusive use upon the effective date of the application.

(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.

(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this title or by another foreign corporation thereafter authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
11 V.S.A. § 3465 — VT Code / Title 11 / Chapter 23 / Section 3465
§ 3465. Power of estate of deceased or partner who is incompetent
Status: in_force

If a partner who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all of the partner's rights for the purpose of settling his or her estate or administering his or her property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
11B V.S.A. § 8.42 — VT Code / Title 11B / Chapter 8 / Section 8.42
§ 8.42. Standards of conduct for officers
Status: in_force

(a) An officer with discretionary authority shall discharge his or her duties under that authority:

(1) in good faith;

(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(3) in a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.

(b) In discharging his or her duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or

(2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

(c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted, or has a substantial reason to believe reliance is unwarranted.

(d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer if the officer acted in compliance with this section.
11 V.S.A. § 4133 — VT Code / Title 11 / Chapter 25 / Section 4133
§ 4133. Proper plaintiff
Status: in_force

A derivative action under section 4132 of this title may be maintained only by a person that is a member of the company at the time the action is commenced, and:

(1) was a member when the conduct giving rise to the action occurred; or

(2) whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the transaction.
11C V.S.A. § 115 — VT Code / Title 11C / Chapter 1 / Section 115
§ 115. Business transactions of member with mutual benefit enterprise
Status: in_force

Subject to sections 818 and 819-819c of this title, and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a mutual benefit enterprise in the same manner as a person who is not a member.
11C V.S.A. § 1001 — VT Code / Title 11C / Chapter 10 / Section 1001
§ 1001. Members' contributions
Status: in_force

The organic rules shall establish the amount, manner, or method of determining any contribution requirements for members or shall authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members.
11A V.S.A. § 20.12 — VT Code / Title 11A / Chapter 20 / Section 20.12
§ 20.12. Voluntary termination of close corporation status by amendment of articles of incorporation; vote required
Status: repealed

(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this chapter by amending its articles of incorporation to delete any or all of the provisions required by section 20.02 of this title in addition to the provisions required by section 2.02 of this title to be stated in the articles of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with sections 10.01-10.09 of this title and shall be approved by the higher of the vote required by the articles of incorporation or by subsection (c) of this section.

(b) If the amendment is approved by the required vote, any shareholder who voted against the amendment shall be entitled to assert dissenters' rights as provided in sections 13.01-13.28 of this title.

(c) An amendment to terminate the status of a close corporation must be approved by a vote of at least two-thirds of the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares. The articles of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a unanimous vote or any vote greater than two-thirds of the shares or of any voting group shall be required; and, if the articles of incorporation contain such a provision, that provision shall not be amended, repealed, or modified by any vote less than that so required to terminate the corporation's status as a close corporation.
11A V.S.A. § 14.05 — VT Code / Title 11A / Chapter 14 / Section 14.05
§ 14.05. Effect of dissolution
Status: in_force

(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) collecting its assets;

(2) disposing of its properties that will not be distributed in kind to its shareholders;

(3) discharging or making provision for discharging its liabilities;

(4) distributing its remaining property among its shareholders according to their interests; and

(5) doing every other act necessary to wind up and liquidate its business and affairs.

(b) Dissolution of a corporation does not:

(1) transfer title to the corporation's property;

(2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(3) subject its directors or officers to standards of conduct different from those prescribed in chapter 8 of this title;

(4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

(5) prevent commencement of a proceeding by or against the corporation in its corporate name;

(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(7) terminate the authority of the registered agent for service of process of the corporation.
11 V.S.A. § 3421 — VT Code / Title 11 / Chapter 23 / Section 3421
§ 3421. Admission of limited partners
Status: in_force

(a) A person becomes a limited partner:

(1) at the time the limited partnership is formed; or

(2) at any later time specified in the records of the limited partnership for becoming a limited partner.

(b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:

(1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

(2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in section 3464 of this title, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
11 V.S.A. § 3444 — VT Code / Title 11 / Chapter 23 / Section 3444
§ 3444. Sharing of distributions
Status: in_force

Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to section 3405 of this title, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
11B V.S.A. § 10.07 — VT Code / Title 11B / Chapter 10 / Section 10.07
§ 10.07. Amendment pursuant to judicial reorganization
Status: in_force

(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 10.30 of this title to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 2.02 of this title.

(b) The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment approved by the court;

(3) the date of the court's order or decree approving the articles of amendment;

(4) the title of the reorganization proceeding in which the order or decree was entered; and

(5) a statement that the court had jurisdiction of the proceeding under federal statute.

(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
11 V.S.A. § 851 — VT Code / Title 11 / Chapter 4 / Section 851
§ 851. Termination of professional activities
Status: in_force

If a professional corporation ceases to render professional services, it must amend its articles of incorporation to delete references to rendering professional services and to conform its corporate name to the requirements of 11A V.S.A. § 4.01. After the amendment becomes effective, the corporation may continue in existence as a business corporation under Title 11A, and it is no longer subject to this chapter.
11C V.S.A. § 820 — VT Code / Title 11C / Chapter 8 / Section 820
§ 820. Other considerations of directors
Status: in_force

In determining what the director reasonably believes to be in the best interests of the enterprise, a director may consider:

(1) the interests of the enterprise's employees, suppliers, creditors, and customers;

(2) the economy of the State, region, nation, and community, and societal considerations, including those of any community in which any offices or facilities of the enterprise are located; and

(3) any other factors the director in his or her discretion reasonably considers appropriate in determining what he or she reasonably believes to be in the best interests of the enterprise and the long-term and short-term interests of the enterprise and its members, including the possibility that these interests may be best served by the continued independence of the enterprise.
11 V.S.A. § 3419 — VT Code / Title 11 / Chapter 23 / Section 3419
§ 3419. Delivery of certificates to limited partners
Status: in_force

Upon the return by the Secretary of State pursuant to section 3416 of this title of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.
11 V.S.A. § 4161 — VT Code / Title 11 / Chapter 25 / Section 4161
§ 4161. Election
Status: in_force

A limited liability company organized pursuant to this title may elect to be a low-profit limited liability company if and for so long at it satisfies the requirements of section 4162 of this title.
11B V.S.A. § 16.21 — VT Code / Title 11B / Chapter 16 / Section 16.21
§ 16.21. Report of indemnification to members
Status: in_force

If a corporation indemnifies or advances expenses to a director under section 8.51, 8.52, 8.53, or 8.54 of this title in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
11 V.S.A. § 3228 — VT Code / Title 11 / Chapter 22 / Section 3228
§ 3228. Liability of purported partner
Status: in_force

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.

(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.

(e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons.
11 V.S.A. § 3457 — VT Code / Title 11 / Chapter 23 / Section 3457
§ 3457. Limitations on distribution
Status: in_force

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
11C V.S.A. § 207 — VT Code / Title 11C / Chapter 2 / Section 207
§ 207. Annual report for Secretary of State
Status: in_force

(a) A mutual benefit enterprise or foreign enterprise authorized to transact business in this State shall deliver to the Secretary of State for filing an annual report that states:

(1) the name of the enterprise or foreign enterprise;

(2) the address of the enterprise's or foreign enterprise's designated office and the name of its agent for service of process at the designated office;

(3) the address of the enterprise's or foreign enterprise's principal office;

(4) the name and business address of any director or officer; and

(5) in the case of a foreign enterprise, the state or other jurisdiction under whose law the foreign enterprise is formed and any alternative name adopted under section 1405 of this title.

(b) Information in an annual report shall be current as of the date the report is delivered to the Secretary of State.

(c) A mutual benefit enterprise or foreign enterprise authorized to transact business in this State shall deliver its annual report to the Secretary for filing between January 1 and April 1 of each year, beginning in the year following the calendar year in which the mutual benefit enterprise is formed or the foreign enterprise is authorized to transact business in this State.

(d) If an annual report does not contain the information required by subsection (a) of this section, the Secretary of State shall promptly notify the reporting mutual benefit enterprise or foreign enterprise and return the report for correction. If the report is corrected to contain the information required by subsection (a) of this section and delivered to the Secretary of State not later than 30 days after the date of the notice from the Secretary of State, it is timely delivered.

(e) The Secretary of State shall amend its records to reflect a change, if specified in the report, to the business's purpose, email, address, or principal information.

(f) If a mutual benefit enterprise fails to deliver an annual report under this section, the Secretary of State may proceed under section 1211 of this title to dissolve the enterprise administratively.

(g) If a foreign enterprise fails to deliver an annual report under this section, the Secretary of State may revoke the certificate of authority of the enterprise.
11 V.S.A. § 1084 — VT Code / Title 11 / Chapter 8 / Section 1084
§ 1084. Revocation of election
Status: in_force

A worker cooperative may revoke its election under this chapter by a vote of majority of the members and through articles of amendment filed in accordance with 11A V.S.A. chapter 1.
11 V.S.A. § 4132 — VT Code / Title 11 / Chapter 25 / Section 4132
§ 4132. Derivative action
Status: in_force

A member may maintain a derivative action to enforce a right of a limited liability company if:

(1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the other members or the managers do not bring the action within a reasonable time; or

(2) a demand under subdivision (1) of this section would be futile.
11 V.S.A. § 1086 — VT Code / Title 11 / Chapter 8 / Section 1086
§ 1086. Members' membership shares; fees; rights and responsibilities
Status: repealed

(a) The articles of incorporation or the bylaws shall establish qualifications and the method of acceptance of members. No person may be accepted as a member unless employed by the worker cooperative on a regular full-time or a part-time basis. The membership of a worker cooperative shall constitute at least 50 and one-tenth percent of the regular, full and part- time work force.

(b) A worker cooperative shall issue a class of voting stock designated as “membership shares.” Each member shall own only one such membership share, and only members may own such shares.

(c) Membership shares shall be issued for a fee determined from time to time by the directors. A worker cooperative may allow for payment of such fee by payroll deduction, installments, or similar methods. A membership share may be issued to a person upon acceptance for membership regardless of whether the membership fee is fully paid.

(d) [Repealed.]

(e) Members of a worker cooperative shall have all the rights and responsibilities of stockholders as a corporation organized under Title 11A, except as otherwise provided in this chapter.
11A V.S.A. § 8.10 — VT Code / Title 11A / Chapter 8 / Section 8.10
§ 8.10. Vacancy on board
Status: in_force

(a)(1) If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:

(A) the shareholders may fill the vacancy;

(B) the board of directors may fill the vacancy; or

(C) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(2) The articles of incorporation may require that the manner of filling a vacancy on the board of directors shall be limited to any one or more of the methods authorized by subdivision (1) of this subsection.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection 8.07(b) of this title or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
11A V.S.A. § 8.07 — VT Code / Title 11A / Chapter 8 / Section 8.07
§ 8.07. Resignation of directors
Status: in_force

(a) A director may resign at any time by delivering written notice to the board of directors, its chair, or to the president or other officer responsible for recording the minutes of the meetings of the shareholders and directors of the corporation.

(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
11C V.S.A. § 605 — VT Code / Title 11C / Chapter 6 / Section 605
§ 605. Charging orders for judgment creditor of member or transferee
Status: in_force

(a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the financial rights of the judgment debtor for the unsatisfied amount of the judgment. A charging order issued under this subsection constitutes a lien on the judgment debtor's financial rights and requires the mutual benefit enterprise to pay over to the creditor or receiver to the extent necessary to satisfy the judgment any distribution that would otherwise be paid to the judgment debtor.

(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order under subsection (a) of this section, the court may:

(1) appoint a receiver of the share of the distributions due or to become due to the judgment debtor under the judgment debtor's financial rights, with the power to make all inquiries the judgment debtor might have made; and

(2) make all other orders that the circumstances of the case may require to give effect to the charging order.

(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the financial rights. The purchaser at the foreclosure sale obtains only the financial rights that are subject to the charging order, does not thereby become a member, and is subject to section 603 of this title.

(d) At any time before a sale pursuant to a foreclosure, a member or transferee whose financial rights are subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.

(e) At any time before sale pursuant to a foreclosure, the mutual benefit enterprise or one or more members whose financial rights are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and succeed to the rights of the judgment creditor, including the charging order. Unless the organic rules otherwise provide, the enterprise may act under this subsection only with the consent of all members whose financial rights are not subject to the charging order.

(f) This title does not deprive any member or transferee of the benefit of any exemption of laws applicable to the member's or transferee's financial rights.

(g) This section provides the exclusive remedy by which a judgment creditor of a member or transferee may satisfy the judgment from the member's or transferee's financial rights.
11A V.S.A. § 14.09 — VT Code / Title 11A / Chapter 14 / Section 14.09
§ 14.09. Tax liabilities
Status: in_force

(a) Notwithstanding any other provisions of this chapter, a corporation's liability to the Vermont Department of Taxes for unpaid taxes and other amounts shall not be affected by the corporation's dissolution and winding up of its affairs except to the extent provided in subsections (b), (c), and (d) of this section.

(b) Any corporation that has filed articles of dissolution with the Secretary of State pursuant to section 14.03 of this title may apply for a tax clearance from the Department of Taxes. Upon issuance of such a tax clearance, the applicant corporation shall have no further liability to the Department of Taxes after the effective date of the clearance for a tax liability incurred up to the date stated in the clearance, subject to the right of the Department of Taxes to review and determine the accuracy of the information provided by the corporation or its representatives and used by the Department of Taxes to process such tax clearance. The corporation will continue to be liable to the Department of Taxes for any liability incurred after the date stated in the clearance.

(c) The shareholders of a dissolved corporation shall not be liable for any unpaid taxes or other amounts payable to the Department of Taxes as a result of the corporation's dissolution and winding up of its affairs except if the corporation has failed to obtain a tax clearance as provided in subsection (b) of this section or to the extent that such liabilities arose subsequent to the date stated in such tax clearance and insufficient assets are then held by the corporation to pay its tax liabilities. In such event, the shareholders of the dissolved corporation shall be severally liable for the dissolved corporation's unpaid taxes and other liabilities to the Department of Taxes in an amount equal to the lesser of the shareholder's pro rata share of the tax liability or the corporate assets distributed to him or her in liquidation, whichever is less, but a shareholder's total liability for all claims and liabilities under this chapter, including those subject to the provisions of sections 14.06 and 14.07 of this title, may not exceed the total amount of assets distributed to the shareholder.

(d) The directors of a dissolved corporation shall not be liable, in such capacity, for any unpaid taxes and other liabilities of such corporation to the Department of Taxes as a result of its dissolution and winding up of its affairs pursuant to the provisions of this chapter. However, directors shall be liable if they fail to use reasonable efforts to cause the corporation to obtain the clearance described under subsection (b) of this section through the last date on which the corporation incurred any such liabilities and fail to use reasonable efforts to cause the corporation to pay or create sufficient reserves to pay such liabilities, to the extent of available corporate assets, and vote for or assent to the distribution of assets to the shareholders. Directors shall only be liable under this subsection to the extent that corporate assets otherwise available to pay tax liabilities are distributed to shareholders, and the corporation lacks sufficient assets to pay such liabilities.

(e) The remedies provided to the Department of Taxes in this section shall be in addition to, and not in derogation of, any other remedies provided by law.
11 V.S.A. § 999 — VT Code / Title 11 / Chapter 7 / Section 999
§ 999. Proxies
Status: in_force

If a member of a nonstock association be other than a natural person, such member may be represented by any individual, associate, officers, manager, or member thereof duly authorized in writing.
11C V.S.A. § 704 — VT Code / Title 11C / Chapter 7 / Section 704
§ 704. Remedies for breach of contract
Status: in_force

(a) Damages to be paid to a mutual benefit enterprise for breach or anticipatory repudiation of a marketing contract may be liquidated, but only at an amount or under a formula that is reasonable in light of the actual or anticipated harm caused by the breach or repudiation. A provision that so provides is not a penalty.

(b) Upon a breach of a marketing contract, whether by anticipatory repudiation or otherwise, a mutual benefit enterprise may seek:

(1) an injunction to prevent further breach; and

(2) specific performance.

(c) The remedies in this section are in addition to any other remedies available to an enterprise under law other than this title.
11 V.S.A. § 1535 — VT Code / Title 11 / Chapter 13 / Section 1535
§ 1535. Report and judgment
Status: in_force

When, upon such hearing, it appears to be for the best interests of a majority of the members of such corporation or society or the persons interested therein, that the same should be dissolved or moved, and that the property should be divided among the owners thereof, or that such property should be sold and the proceeds divided, the commissioners shall so report to the court within 30 days of their determination of the matter. The court shall thereupon render judgment in accordance with the facts found, and that such corporation or society is dissolved, and that the property belonging to it, whether real or personal, shall be divided or sold, and its proceeds divided among the owners thereof, or the persons interested therein, as to the court seems just, and for the petitioners to recover their costs, if defense is made to such petition. If defense is not made, the petitioners shall pay the costs, and the court shall so order.
11A V.S.A. § 11.11 — VT Code / Title 11A / Chapter 11 / Section 11.11
§ 11.11. Filing required for merger or share exchange; effective date
Status: in_force

(a) After each constituent organization approves a merger or share exchange, a person with appropriate authority shall sign articles of merger or share exchange on behalf of:

(1) each constituent corporation; and

(2) each other constituent organization as required by its governing statute.

(b) Articles of merger under this section shall be in a record and shall include:

(1) the name and type of each constituent organization and the jurisdiction of its governing statute;

(2) the name and type of the surviving constituent organization, the jurisdiction of its governing statute, and, if the merger creates the surviving constituent organization, a statement to that effect;

(3) the date the merger takes effect under the governing statute of the surviving constituent organization;

(4) if the merger creates the surviving constituent organization, its public organizational documents;

(5) if the surviving constituent organization preexists the merger, any amendments to its public organizational documents;

(6) a statement on behalf of each constituent organization that it approved the merger as required by its governing statute;

(7) if the surviving constituent organization is a foreign constituent organization not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title; and

(8) any additional information the governing statute of a constituent organization requires.

(c) A merger takes effect under this chapter:

(1) if the surviving constituent organization is a corporation, upon the later of:

(A) compliance with subsection (f) of this section; or

(B) subject to section 1.23 of this title, as specified in the articles of merger; or

(2) if the surviving constituent organization is not a corporation, as provided by the governing statute of the surviving constituent organization.

(d) Articles of share exchange under this section shall be in a record and shall include:

(1) the name and type of each constituent organization and the jurisdiction of its governing statute;

(2) the date the share exchange takes effect under the governing statute of each of the constituent organizations;

(3) a statement on behalf of each constituent organization that it approved the share exchange as required by its governing statute;

(4) if either constituent organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title; and

(5) any additional information the governing statute of a constituent organization requires.

(e) A share exchange takes effect under this chapter upon the later of:

(1) compliance with subsection (f) of this section; or

(2) subject to section 1.23 of this title, as specified in the articles of share exchange.

(f) Each constituent organization shall deliver the articles of merger or share exchange for filing in the Office of the Secretary of State.
11A V.S.A. § 10.07 — VT Code / Title 11A / Chapter 10 / Section 10.07
§ 10.07. Restated articles of incorporation
Status: in_force

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.

(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in section 10.03 of this title.

(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.

(d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or

(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 10.06 of this title.

(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(f) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d) of this section.
11 V.S.A. § 4010 — VT Code / Title 11 / Chapter 25 / Section 4010
§ 4010. Service of process
Status: in_force

A limited liability company or foreign limited liability company is subject to the service of process provisions in section 1656 of this title.
11 V.S.A. § 1609 — VT Code / Title 11 / Chapter 14 / Section 1609
§ 1609. Homestead exemption from attachment and execution
Status: in_force

The provisions of 27 V.S.A. chapter 3 shall apply to cooperative interests in cooperative housing corporations, notwithstanding characterization of cooperative interests as personal property.
11 V.S.A. § 1088 — VT Code / Title 11 / Chapter 8 / Section 1088
§ 1088. Net earnings or losses; apportionment, distribution, and payment
Status: in_force

(a) The net earnings or losses of a worker cooperative shall be apportioned and distributed at such times and in such manner as the articles of incorporation or bylaws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, and net losses allocated to members with respect to a period of time shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period.

(b) The apportionment, distribution, and payment of net earnings required by this section may be in cash, credits, written notices of allocation, or capital stock issued by the worker cooperative.
11 V.S.A. § 812 — VT Code / Title 11 / Chapter 3 / Section 812
§ 812. Certificates
Status: in_force

The regulating boards of the respective professions described herein are hereby authorized and directed to issue the certificates required by subdivision 802(3) of this title. Such certificates shall be on forms prescribed and furnished by the Secretary of State. (1963, No. 218, § 13, eff. July 3, 1963.)
11C V.S.A. § 117 — VT Code / Title 11C / Chapter 1 / Section 117
§ 117. Designated office and agent for service of process
Status: in_force

A mutual benefit enterprise or a foreign enterprise that has a certificate of authority under section 1404 of this title shall designate and continuously maintain in this State:

(1) an office, as its designated office, which need not be a place of the enterprise's or foreign enterprise's activity in this State; and

(2) an agent for service of process, pursuant to 11 V.S.A. § 1655, at the designated office.
11B V.S.A. § 5.01 — VT Code / Title 11B / Chapter 5 / Section 5.01
§ 5.01. Registered office and registered agent for service of process
Status: in_force

Each corporation must continuously maintain in this State:

(1) a registered office that may be the same as any of its places of business; and

(2) a registered agent for service of process, pursuant to 11 V.S.A. § 1655, whose business office is identical with the registered office.
11B V.S.A. § 8.57 — VT Code / Title 11B / Chapter 8 / Section 8.57
§ 8.57. Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 8.51 or 8.52 of this title.
11 V.S.A. § 1593 — VT Code / Title 11 / Chapter 14 / Section 1593
§ 1593. Membership shares; requirements
Status: in_force

A cooperative housing corporation shall issue shares to its members as evidence of their ownership of a cooperative interest. Such shares shall be in a form prescribed in the articles of incorporation or bylaws of the cooperative housing corporation. Restrictions upon transfer of shares shall be noted on the face of the certificates representing shares. No membership shares shall be issued under this section and no proprietary leases shall be issued under section 1599 of this title prior to issuance of a certificate of incorporation as a cooperative housing corporation.
11 V.S.A. § 997 — VT Code / Title 11 / Chapter 7 / Section 997
§ 997. Fee
Status: in_force

For filing articles of incorporation, an association shall pay $20.00 to the Secretary of State, and for filing an amendment thereto, $10.00.
11 V.S.A. § 3401 — VT Code / Title 11 / Chapter 23 / Section 3401
§ 3401. Definitions
Status: in_force

As used in this chapter:

(1) A “certificate of limited partnership” means the certificate referred to in section 3411 of this title, and the certificate as amended or restated.

(2) A “contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner.

(3) An “event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 3432 of this title.

(4) A “foreign limited partnership” means a partnership formed under laws other than the laws of this State and having as partners one or more general partners and one or more limited partners.

(5) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

(6) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(7) “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners.

(8) “Partner” means a limited or general partner.

(9) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(10) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(11) “Person” means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, or limited liability company.

(12) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
11A V.S.A. § 15.03 — VT Code / Title 11A / Chapter 15 / Section 15.03
§ 15.03. Application for certificate of authority
Status: in_force

(a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application and the applicable filing fee to the Secretary of State for filing. The application must set forth:

(1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of section 15.06 of this title;

(2) the name of the state or country under whose law it is incorporated;

(3) its date of incorporation and period of duration;

(4) the street address of its principal office;

(5) the address of its registered office in this State and the name of its registered agent for service of process at that office, pursuant to 11 V.S.A. § 1655; and

(6) the names and usual business addresses of its current directors and officers, and of any other principals the corporation provides.

(b) The foreign corporation shall deliver with the completed application a certificate of good standing (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated.
11 V.S.A. § 871 — VT Code / Title 11 / Chapter 4 / Section 871
§ 871. Annual report for Secretary of State
Status: in_force

The annual report required by 11A V.S.A. § 16.22 for each domestic professional corporation, and for each foreign professional corporation authorized to transact business in this State, must include a statement that all of its shareholders, not less than one-half of its directors, and all of its officers, other than its secretary and treasurer (if any), are qualified persons with respect to the corporation, except as provided in section 881 of this title.
11 V.S.A. § 843 — VT Code / Title 11 / Chapter 4 / Section 843
§ 843. Privileged communications
Status: in_force

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statute or common law of the state is not affected by this chapter. The privilege applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.
11C V.S.A. § 1215 — VT Code / Title 11C / Chapter 12 / Section 1215
§ 1215. Statement of termination
Status: in_force

(a) A dissolved mutual benefit enterprise that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states:

(1) the name of the enterprise;

(2) the date of filing of its initial articles of organization; and

(3) that the enterprise is terminated.

(b) The filing of a statement of termination does not itself terminate the mutual benefit enterprise.
11C V.S.A. § 502 — VT Code / Title 11C / Chapter 5 / Section 502
§ 502. Becoming a member
Status: in_force

A person becomes a member:

(1) as provided in the organic rules;

(2) as the result of a merger or conversion under article 16 of this title; or

(3) with the consent of all the members.
11A V.S.A. § 21.08 — VT Code / Title 11A / Chapter 21 / Section 21.08
§ 21.08. Corporate purpose
Status: in_force

(a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the purposes of the benefit corporation under subsection 3.01(a) of this title.

(b) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that are the purpose of the benefit corporation to create in addition to its purposes under subsection 3.01(a) of this title and subsection (a) of this section. The adoption of a specific public benefit purpose under this subsection does not limit the obligation of a benefit corporation to create general public benefit.

(c) The creation of general and specific public benefit as provided in subsections (a) and (b) of this section is in the best interests of the benefit corporation.

(d) A benefit corporation may amend its articles of incorporation to add, amend, or delete a specific public benefit. The amendment shall be adopted and shall become effective in accordance with sections 10.01 through 10.09 of this title and shall be approved by the higher of the vote required by the articles of incorporation or by subsection (e) of this section.

(e) An amendment of the articles of incorporation of a benefit corporation to add, amend, or delete a specific public benefit in the articles of incorporation shall be adopted by a vote of at least two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group.
11 V.S.A. § 4027 — VT Code / Title 11 / Chapter 25 / Section 4027
§ 4027. Correcting filed document
Status: in_force

(a) A limited liability company or foreign limited liability company may correct a document filed by the Secretary of State if the document contains a false or erroneous statement or was defectively signed.

(b) A document is corrected:

(1) by preparing articles of correction that:

(A) describe the document, including its filing date, or attach a copy of it to the articles of correction;

(B) specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective;

(C) correct the incorrect statement or defective signing; and

(2) by delivering the corrected document to the Secretary of State for filing.

(c) When filed by the Secretary of State, articles of correction filed under subsection (a) of this section are effective retroactively as of the effective date of the record the articles correct, but the articles are effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect.
11A V.S.A. § 7.01 — VT Code / Title 11A / Chapter 7 / Section 7.01
§ 7.01. Annual meeting
Status: in_force

Annual shareholders' meetings shall be held in this State, unless permitted in the bylaws of the corporation to be held outside this State. Annual meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. An annual meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conference telecommunication. The failure to hold an annual meeting at the time stated or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
11 V.S.A. § 4163 — VT Code / Title 11 / Chapter 25 / Section 4163
§ 4163. Failure to meet requirements
Status: in_force

(a) A limited liability company that elects to be an L3C and subsequently fails to satisfy any one of the requirements set forth in section 4162 of this title shall immediately cease to be a low-profit limited liability company, but by continuing to meet all the other requirements of this chapter, continues to exist as a limited liability company.

(b) In the event an L3C fails to satisfy the requirements of section 4162 of this title, the company shall change its name to conform with subsection 4005(a) of this title.
11 V.S.A. § 3291 — VT Code / Title 11 / Chapter 22 / Section 3291
§ 3291. Statement of qualification
Status: repealed

(a)(1) Any lawful partnership may become a limited liability partnership pursuant to this section.

(2) A limited liability partnership or a foreign limited liability partnership engaging in a business subject to any other provisions of law of this State governing or regulating business may be formed or authorized to transact business under this chapter only if permitted by, and subject to all limitations of, the other statute. The following shall not be formed or authorized to transact business under this chapter:

(A) credit unions regulated under Title 8;

(B) insurance companies regulated under Title 8;

(C) railroad companies regulated under Title 19.

(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.

(c) After the approval required by subsection (b) of this section, a partnership may only become a limited liability partnership by filing a statement of qualification. The statement must contain:

(1) the name of the partnership;

(2) the location of the principal place of business in this State;

(3) if the partnership does not have a principal place of business in this State, the name, email, and address information of the partnership's agent for service of process pursuant to section 1655 of this title;

(4) a statement that the partnership elects to be a limited liability partnership; and

(5) a deferred effective date, if any.

(d) [Repealed.]

(e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 3205(d) of this title or revoked pursuant to section 3293 of this title.

(f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.

(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

(h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
11 V.S.A. § 3473 — VT Code / Title 11 / Chapter 23 / Section 3473
§ 3473. Winding up
Status: in_force

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the Superior Court may wind up the limited partnership's affairs upon application of any partner, his or her legal representative, or assignee. Venue for such a proceeding lies in the county where the partnership's principal office is or was located.
11B V.S.A. § 1.01 — VT Code / Title 11B / Chapter 1 / Section 1.01
§ 1.01. Short title
Status: in_force

This title shall be known and may be cited as the “Vermont Nonprofit Corporation Act.”
11 V.S.A. § 3462 — VT Code / Title 11 / Chapter 23 / Section 3462
§ 3462. Assignment of partnership interest
Status: in_force

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his or her partnership interest.
11A V.S.A. § 20.01 — VT Code / Title 11A / Chapter 20 / Section 20.01
§ 20.01. Law applicable
Status: in_force

This chapter shall apply only to close corporations organized under this chapter. The provisions of this title other than those set forth in this chapter shall apply to close corporations in the absence of a contrary or inconsistent provision in this chapter. A corporation whose status as a close corporation terminates shall immediately become subject to the obligations and rights of a general corporation as provided in this title.
11 V.S.A. § 1582 — VT Code / Title 11 / Chapter 14 / Section 1582
§ 1582. Purpose
Status: in_force

The purpose of this chapter is to foster creation and preservation of affordable housing in Vermont by enabling individuals to form cooperative housing corporations, including limited equity cooperatives, for the purpose of developing, acquiring, owning, and operating housing on a cooperative basis, and by encouraging lending institutions to engage in financing of cooperative housing ownership interests.
11 V.S.A. § 3281 — VT Code / Title 11 / Chapter 22 / Section 3281
§ 3281. Definitions
Status: in_force

In this subchapter:

(1) “General partner” means a partner in a partnership and a general partner in a limited partnership.

(2) “Limited partner” means a limited partner in a limited partnership.

(3) “Limited partnership” means a limited partnership created under the Uniform Limited Partnership Act, predecessor law, or comparable law of another jurisdiction.

(4) “Partner” includes both a general partner and a limited partner.
11 V.S.A. § 3415 — VT Code / Title 11 / Chapter 23 / Section 3415
§ 3415. Execution by judicial act
Status: in_force

If a person required by section 3414 of this title to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the Superior Court for the county where the limited partnership has its principal place of business or, if it has no principal place of business in this State, then the county where the office required to be maintained by section 3404 of this title is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate.
11C V.S.A. § 512 — VT Code / Title 11C / Chapter 5 / Section 512
§ 512. Determination of voting power of patron member
Status: in_force

(a) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following:

(1) one member, one vote;

(2) use or patronage;

(3) equity; or

(4) if a patron member is a cooperative, the number of its patron members.

(b) The organic rules may provide for the allocation of patron member voting power by districts or class or any combination thereof.
11 V.S.A. § 833 — VT Code / Title 11 / Chapter 4 / Section 833
§ 833. Compulsory acquisition of shares after death or disqualification of shareholder
Status: in_force

(a) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of the date of death, disqualification, or transfer, if:

(1) the shareholder dies;

(2) the shareholder becomes a disqualified person, except as provided in subsection (c) of this section;

(3) the shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c) of this section.

(b) If a price for the shares is fixed in accordance with the articles of incorporation or bylaws or by private agreement, that price controls. If the price is not so fixed, the corporation shall acquire the shares in accordance with section 834 of this title. If the disqualified person or the executor or administrator of the estate of a deceased shareholder rejects the corporation's purchase offer, either the disqualified person, the executor or administrator of the estate of a deceased shareholder, or the corporation may commence a proceeding under section 835 of this title to determine the fair value of the shares.

(c) This section does not require the acquisition of shares in the event of disqualification, if the disqualification lasts no more than five months from the date the disqualification or transfer occurs.

(d) This section and section 834 of this title do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.

(e) A provision for the acquisition of shares contained in a professional corporation's articles of incorporation or bylaws, or in a private agreement, is specifically enforceable.
11C V.S.A. § 202 — VT Code / Title 11C / Chapter 2 / Section 202
§ 202. Signing and filing of records pursuant to judicial order
Status: in_force

(a) If a person required by this title to sign or deliver a record to the Secretary of State for filing does not do so, the Superior Court of the county of the mutual benefit enterprise's principal office or the foreign enterprise's designated office, upon petition of an aggrieved person, may order:

(1) the person to sign the record and deliver it to the Secretary of State for filing; or

(2) delivery of the unsigned record to the Secretary of State for filing.

(b) An aggrieved person under subsection (a) of this section, other than the mutual benefit enterprise or foreign enterprise to which the record pertains, shall make the enterprise or foreign enterprise a party to the action brought to obtain the order.

(c) An unsigned record filed pursuant to this section is effective.
11A V.S.A. § 1.42 — VT Code / Title 11A / Chapter 1 / Section 1.42
§ 1.42. Number of shareholders
Status: in_force

(a) For purposes of this title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:

(1) all co-owners of the same shares;

(2) a corporation, partnership, trust, estate, or other entity;

(3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

(b) For purposes of this title, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person. The provisions of this subsection shall not affect the voting rights of shareholders under chapter 7 of this title.
11A V.S.A. § 21.13 — VT Code / Title 11A / Chapter 21 / Section 21.13
§ 21.13. Right of action
Status: in_force

(a) The duties of directors and officers under this chapter and the general and specific public benefit purposes of a benefit corporation may be enforced only in a benefit enforcement proceeding, and no person may bring such an action or claim against a benefit corporation or its directors or officers except as provided in this section.

(b) A benefit enforcement proceeding may be commenced or maintained only by:

(1) a shareholder that would otherwise be entitled to commence or maintain a proceeding in the right of the benefit corporation on any basis;

(2) a director of the corporation;

(3) a person or group of persons that owns beneficially or of record 10 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or

(4) such other persons as may be specified in the articles of incorporation of the benefit corporation.

(c) As used in this chapter, “benefit enforcement proceeding” means a claim or action against a director or officer for:

(1) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation; or

(2) violation of a duty or standard of conduct under this chapter.
11 V.S.A. § 3221 — VT Code / Title 11 / Chapter 22 / Section 3221
§ 3221. Partner agent of partnership
Status: in_force

Subject to the effect of a statement of partnership authority under section 3223 of this title:

(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.

(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
11 V.S.A. § 1536 — VT Code / Title 11 / Chapter 13 / Section 1536
§ 1536. Further proceedings
Status: in_force

If no appeal is taken, the court shall issue its order directing the commissioners forthwith to carry out the provisions of such judgment and make return of their doings thereon to the clerk of the court and to the town clerk of the town where such corporation is located, and cause the same to be there recorded.
11 V.S.A. § 1604 — VT Code / Title 11 / Chapter 14 / Section 1604
§ 1604. Loans
Status: in_force

Any lender is authorized to make loans secured by cooperative interests of a cooperative housing corporation, including limited equity cooperatives, upon the same terms and with the same limitations as other consumer and residential loans.
11 V.S.A. § 3211 — VT Code / Title 11 / Chapter 22 / Section 3211
§ 3211. Partnership as entity
Status: in_force

(a) A partnership is an entity distinct from its partners.

(b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 3291 of this title.
11B V.S.A. § 8.45 — VT Code / Title 11B / Chapter 8 / Section 8.45
§ 8.45. Officers' authority to execute documents
Status: in_force

Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by either the presiding officer of the board of directors and the president or, if the corporation has no president, or if they are the same person, then by the executive director of the corporation and any other officer.
11B V.S.A. § 15.03 — VT Code / Title 11B / Chapter 15 / Section 15.03
§ 15.03. Application for certificate of authority
Status: in_force

(a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State. The application must set forth:

(1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of section 15.06 of this title;

(2) the name of the state or country under whose law it is incorporated;

(3) the date of incorporation and period of duration;

(4) the street address of its principal office;

(5) the address of its registered office in this State and the name and email of its registered agent for service of process at that office;

(6) the names and usual business or home addresses of its current directors and officers and of any other principals the corporation provides;

(7) whether the foreign corporation has members; and

(8) whether the corporation, if it had been incorporated in this State, would be a public benefit or mutual benefit corporation.

(b) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated.
11 V.S.A. § 817 — VT Code / Title 11 / Chapter 4 / Section 817
§ 817. Definitions
Status: in_force

In this chapter:

(1) “Disqualified person” means an individual or entity that for any reason is or becomes ineligible under this chapter to be issued shares by a professional corporation.

(2) “Domestic professional corporation” means a professional corporation incorporated under the laws of this State.

(3) “Foreign professional corporation” means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this State.

(4) “Licensing authority” means the officer, board, agency, court, or other authority in this State empowered to license or otherwise authorize the rendition of a professional service.

(5) “Professional corporation” means a corporation for profit, other than a foreign professional corporation, subject to the provisions of this chapter.

(6) “Professional service” means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this State to render the service, and may not be lawfully rendered by a corporation under Title 11A.

(7) “Qualified person” means an individual or general partnership that is eligible under this chapter to be issued shares by a professional corporation.
11 V.S.A. § 3442 — VT Code / Title 11 / Chapter 23 / Section 3442
§ 3442. Liability for contribution
Status: in_force

(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.

(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he or she is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to section 3405 of this title, of the stated contribution which has not been made.

(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation.
11B V.S.A. § 5.02 — VT Code / Title 11B / Chapter 5 / Section 5.02
§ 5.02. Change of registered office or registered agent for service of process
Status: in_force

A corporation may change its registered office or registered agent for service of process by delivering to the Secretary of State for filing a statement of change pursuant to 11 V.S.A. § 1655.
11A V.S.A. § 1.26 — VT Code / Title 11A / Chapter 1 / Section 1.26
§ 1.26. Appeal from Secretary of State's refusal to file document
Status: in_force

(a) If the Secretary of State refuses to file a document delivered to his or her office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the Superior Court of the county of the corporation's principal office, in the case of a domestic corporation, or the corporation's registered office, in the case of a foreign corporation. The appeal is commenced by filing a civil action to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his or her refusal to file. Such a civil action shall be tried by the court without a jury.

(b) The court may summarily order the Secretary of State to file the document, sustain the Secretary's action, or take other action the court considers appropriate.

(c) The court's final judgment may be appealed as in other civil actions.
11 V.S.A. § 1606 — VT Code / Title 11 / Chapter 14 / Section 1606
§ 1606. Conversion; cooperative apartments
Status: in_force

The provisions of 27 V.S.A. chapter 15, subchapter 2 shall apply to all proposed conversions of residential rental properties to cooperative ownership. “Conversion” shall be deemed to occur when a cooperative interest is first offered to a prospective member of a cooperative housing corporation involving the subject property.
11A V.S.A. § 1.22 — VT Code / Title 11A / Chapter 1 / Section 1.22
§ 1.22. Filing; service and copying fees
Status: in_force

(a) The Secretary of State shall collect the following fees when the documents described in this section are delivered to the Office of the Secretary of State for filing:

(b) The Secretary of State shall collect a fee of $25.00 each time process is served on him or her under this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding.

(c) The Secretary of State shall collect a fee of $25.00 for copying and certifying the copy of any filed document relating to a domestic or foreign corporation.

(d) When a corporation has been involuntarily terminated for failure to file its annual report, the Secretary of State shall collect, for each year the corporation failed to file its annual report, the annual report filing fee and a reinstatement fee of $50.00.
11A V.S.A. § 8.33 — VT Code / Title 11A / Chapter 8 / Section 8.33
§ 8.33. Liability for unlawful distributions; statute of limitations
Status: in_force

(a) A director who votes for or assents to a distribution made in violation of section 6.40 of this title or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 6.40 or the articles of incorporation if it is established that the director did not perform his or her duties in compliance with section 8.30 of this title.

(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution:

(1) from every other director who could be held liable under subsection (a) for the unlawful distribution; and

(2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 6.40 of this title or the articles of incorporation.

(c) A proceeding under this section is barred unless it is commenced within six years after the date on which the effect of the distribution was measured under section 6.40(e) of this title.
11 V.S.A. § 4172 — VT Code / Title 11 / Chapter 25 / Section 4172
§ 4172. Election
Status: in_force

A limited liability company organized pursuant to this title for the purpose of operating a business that utilizes blockchain technology for a material portion of its business activities may elect to be a blockchain-based limited liability company (BBLLC) by:

(1) specifying in its articles of organization that it elects to be a BBLLC; and

(2) meeting the requirements in subdivision 4173(2) and subsection 4174(a) of this title.
11C V.S.A. § 902 — VT Code / Title 11C / Chapter 9 / Section 902
§ 902. Authority to indemnify
Status: in_force

(a) Except as provided in subsection (d) of this section, an enterprise may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:

(1) the director conducted himself or herself in good faith; and

(2) the director reasonably believed:

(A) in the case of conduct in the director's official capacity with the enterprise, that the director's conduct was in its best interests; and

(B) in all other cases, that the director's conduct was at least not opposed to its best interests; and

(3) in the case of any proceeding brought by a governmental entity, the director had no reasonable cause to believe his or her conduct was unlawful, and the director is not finally found to have engaged in a reckless or intentional unlawful act.

(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision (a)(2)(B) of this section.

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

(d) An enterprise may not indemnify a director under this section:

(1) in connection with a proceeding by or in the right of the enterprise in which the director was adjudged liable to the enterprise; or

(2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the enterprise is limited to reasonable expenses incurred in connection with the proceeding.
11B V.S.A. § 8.56 — VT Code / Title 11B / Chapter 8 / Section 8.56
§ 8.56. Indemnification of officers, employees, and agents
Status: in_force

Unless limited by a corporation's articles of incorporation:

(1) an officer of the corporation who is not a director is entitled to mandatory indemnification under section 8.52 of this title, and is entitled to apply for court-ordered indemnification under section 8.54 of this title, in each case to the same extent as a director;

(2) the corporation may indemnify and advance expenses under this subchapter to an officer, employee, or agent of the corporation who is not a director to the same extent as a director; and

(3) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
11B V.S.A. § 8.11 — VT Code / Title 11B / Chapter 8 / Section 8.11
§ 8.11. Vacancy on board
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:

(1) the board of directors may fill the vacancy; or

(2) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable article or bylaw provision the vacancy may not be filled by the board.

(d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection 8.07(b) of this title or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
11A V.S.A. § 1.01 — VT Code / Title 11A / Chapter 1 / Section 1.01
§ 1.01. Short title
Status: in_force

This title shall be known and may be cited as the “Vermont Business Corporation Act.”
11 V.S.A. § 3453 — VT Code / Title 11 / Chapter 23 / Section 3453
§ 3453. Withdrawal of limited partner
Status: in_force

A limited partner may only withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his or her address on the books of the limited partnership at its office in this State.
11C V.S.A. § 801 — VT Code / Title 11C / Chapter 8 / Section 801
§ 801. Board of directors
Status: in_force

(a) A mutual benefit enterprise shall have a board of directors of at least three individuals unless the enterprise has fewer than three members. If the enterprise has fewer than three members, the number of directors may not be fewer than the number of members.

(b) The affairs of a mutual benefit enterprise shall be managed by or under the direction of the board of directors. The board may adopt policies and procedures that do not conflict with the organic rules or this title.

(c) An individual is not an agent for a mutual benefit enterprise solely by being a director.
11 V.S.A. § 1639 — VT Code / Title 11 / Chapter 15 / Section 1639
§ 1639. Forms; procedures; rules
Status: in_force

The Secretary of State may adopt forms, procedures, and rules to implement the processes and provisions of governing business registration in this State.
11 V.S.A. § 1534 — VT Code / Title 11 / Chapter 13 / Section 1534
§ 1534. Appointment of commissioners, hearing
Status: in_force

If sufficient cause is shown, the court shall appoint three disinterested persons as commissioners, who shall fix a time and place for hearing, and give reasonable notice thereof to those who defend. If, at the time of giving such notice, a person has not entered to defend, the commissioners shall give notice of such hearing by posting a notice thereof, at least 14 days before such hearing, in three or more public places in the town in which such corporation or society is located.
11 V.S.A. § 1603 — VT Code / Title 11 / Chapter 14 / Section 1603
§ 1603. Dissolution
Status: in_force

(a) By vote of at least 80 percent of its members or any larger percentage specified in the articles or bylaws, a cooperative housing corporation may vote to dissolve and terminate all of its proprietary leases.

(b) A cooperative housing corporation shall have its election pursuant to section 1584 of this chapter revoked if it fails to certify to the Secretary of State within 30 days of the deadlines specified in section 1589 of this title that at least 80 percent of its available housing units are occupied by members.
11B V.S.A. § 16.04 — VT Code / Title 11B / Chapter 16 / Section 16.04
§ 16.04. Court-ordered inspection
Status: in_force

(a) If a corporation does not allow a member who complies with subsection 16.02(a) of this title to inspect and copy any records required by that subsection to be available for inspection, the Superior Court in the county where the corporation's principal office (or, if none in this State, then the registered office) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.

(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections 16.02(b) and (c) of this title may apply to the Superior Court in the county where the corporation's principal office (or, if none in this State, the registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
11B V.S.A. § 3.03 — VT Code / Title 11B / Chapter 3 / Section 3.03
§ 3.03. Ultra vires
Status: in_force

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director, or by a member or members in a derivative proceeding.

(c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the Attorney General.
11C V.S.A. § 1701 — VT Code / Title 11C / Chapter 17 / Section 1701
§ 1701. Uniformity of application and construction
Status: in_force

In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
11A V.S.A. § 2.03 — VT Code / Title 11A / Chapter 2 / Section 2.03
§ 2.03. Incorporation
Status: in_force

(a) Unless a delayed effective date is specified, the corporate existence begins when the Secretary of State issues a certificate of incorporation, after finding that the articles of incorporation conform to law, and that all fees imposed under section 1.22 of this title have been paid.

(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.

(c) The Secretary of State shall maintain a separate record of the number of corporations that deliver articles of incorporation to the Secretary for filing by electronic transmission.
11 V.S.A. § 810 — VT Code / Title 11 / Chapter 3 / Section 810
§ 810. Prohibited acts
Status: in_force

No professional corporation may do any act which is prohibited to be done by individual persons licensed to practice the profession which the professional corporation is organized to render. (1963, No. 218, § 11, eff. July 3, 1963.)
11 V.S.A. § 4153 — VT Code / Title 11 / Chapter 25 / Section 4153
§ 4153. Action on plan of domestication by domesticating limited liability company
Status: in_force

(a) A plan of domestication shall be consented to:

(1) by all the members, subject to section 4156 of this title, if the domesticating company is a limited liability company; and

(2) as provided in the domesticating company's governing statute, if the company is a foreign limited liability company.

(b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Secretary of State for filing under section 4154 of this title, a domesticating limited liability company may amend the plan or abandon the domestication:

(1) as provided in the plan; or

(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
11 V.S.A. § 1657 — VT Code / Title 11 / Chapter 15 / Section 1657
§ 1657. Certificate of good standing
Status: in_force

Upon request of any person and payment of the applicable fee, the Secretary of State shall issue a certificate of good standing for a business organization that is authorized to do business in this State, and that is currently active and in good standing as of the date the certificate is issued, as reflected in the records of the Secretary.
11A V.S.A. § 6.02 — VT Code / Title 11A / Chapter 6 / Section 6.02
§ 6.02. Terms of class or series determined by board of directors
Status: in_force

(a) If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights (within the limits set forth in section 6.01 of this title) of:

(1) any class of shares before the issuance of any shares of that class; or

(2) one or more series within a class before the issuance of any shares of that series.

(b) Each series of a class must be given a distinguishing designation.

(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State for filing articles of amendment, which are effective without shareholder action, that set forth:

(1) the name of the corporation;

(2) the text of the amendment determining the terms of the class or series of shares;

(3) the date it was adopted; and

(4) a statement that the amendment was duly adopted by the board of directors.
11 V.S.A. § 4071 — VT Code / Title 11 / Chapter 25 / Section 4071
§ 4071. Member's distributional interest
Status: in_force

(a) A distributional interest in a limited liability company is personal property and, subject to sections 4072 and 4073 of this title, may be transferred in whole or in part.

(b) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to section 4073 of this title, may also provide for the transfer of any interest represented by the certificate by a transfer of the certificate.
11 V.S.A. § 803 — VT Code / Title 11 / Chapter 3 / Section 803
§ 803. Applicability of general corporation law
Status: in_force

The general corporation law under chapters 1 and 17 of this title shall be applicable to professional corporations and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except where inconsistent with the letter and purpose of this chapter. This chapter shall take precedence in the event of any conflict with provisions of the general corporation law or other laws. (1963, No. 218, § 4, eff. July 3, 1963.)
11 V.S.A. § 3485 — VT Code / Title 11 / Chapter 23 / Section 3485
§ 3485. Changes and amendments
Status: in_force

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement.
11C V.S.A. § 109 — VT Code / Title 11C / Chapter 1 / Section 109
§ 109. Requirements of other laws
Status: in_force

(a) This title does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a mutual benefit enterprise, a foreign enterprise, or a member of either.

(b) A mutual benefit enterprise may not conduct an activity that, under law of this State other than this title, may be conducted only by an entity that meets specific requirements for the internal affairs of that entity unless the organic rules of the enterprise conform to those requirements.

(c) If an activity of a mutual benefit enterprise is within the scope of the Uniform Common Interest Ownership Act, the requirements of the Uniform Common Interest Ownership Act apply, even if there is a conflicting provision in this title.
11C V.S.A. § 1005 — VT Code / Title 11C / Chapter 10 / Section 1005
§ 1005. Distributions
Status: in_force

(a) Unless the organic rules otherwise provide and subject to section 1007 of this title, the board of directors may authorize, and the mutual benefit enterprise may make, distributions to members.

(b) Unless the organic rules otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the mutual benefit enterprise's own or other securities.
11A V.S.A. § 14.30 — VT Code / Title 11A / Chapter 14 / Section 14.30
§ 14.30. Grounds for judicial dissolution
Status: in_force

The Superior Court may dissolve a corporation:

(1) in a proceeding by the Attorney General if it is established that:

(A) the corporation obtained its articles of incorporation through fraud; or

(B) the corporation has continued to exceed or abuse the authority conferred upon it by law;

(2) in a proceeding by a shareholder if it is established that:

(A) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and either irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock;

(B) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(C) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or

(D) the corporate assets are being misapplied or wasted;

(3) in a proceeding by a creditor if it is established that:

(A) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(B) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
11 V.S.A. § 3283 — VT Code / Title 11 / Chapter 22 / Section 3283
§ 3283. Conversion of limited partnership to partnership
Status: in_force

(a) A limited partnership may be converted to a partnership pursuant to this section.

(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.

(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.

(d) The conversion takes effect when the certificate of limited partnership is canceled.

(e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in section 3226 of this title, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
11 V.S.A. § 981 — VT Code / Title 11 / Chapter 7 / Section 981
§ 981. General cooperative corporation; use of "cooperative."
Status: in_force

A corporation formed under Title 11A shall not have the word “cooperative” or any abbreviation thereof as part of its name, unless the corporation is a worker cooperative corporation organized under chapter 8 of this title, a cooperative housing corporation organized under chapter 14 of this title, or a general cooperative corporation that includes in its articles of incorporation the following provisions:

(1) Each shareholder shall have only one vote in all matters pertaining to the management of the corporation.

(2) The interest or dividend on the paid up capital stock of the corporation shall not exceed six percent per annum.

(3) There shall be set aside annually not less than ten percent of the net profits of the corporation for a reserve fund until there is accumulated a fund of not less than 50 percent of the paid up capital stock.

(4) The remainder of the earnings, or any part thereof, shall be distributed by a uniform dividend upon the amount of purchases or sales through the corporation by the shareholders, or the amount of raw material furnished to, or business done through, the corporation by the shareholders; and such profits or earnings shall be distributed as often as once in 12 months.

(5) Not more than ten percent of the capital stock of such corporation shall be owned by any one member.

(6) Certificates of stock in cooperative corporations shall contain a statement on the face thereof that the holder is entitled to only one vote thereon.
11B V.S.A. § 1.27 — VT Code / Title 11B / Chapter 1 / Section 1.27
§ 1.27. Evidentiary effect of copy of filed document
Status: in_force

A certificate from the Secretary of State delivered with a copy of a document filed with the Secretary of State is conclusive evidence that the document is on file with the Secretary of State.
11 V.S.A. § 861 — VT Code / Title 11 / Chapter 4 / Section 861
§ 861. Application for certificate of authority
Status: in_force

The application of a foreign professional corporation for a certificate of authority to render professional services in this State must contain the information called for by 11A V.S.A. § 15.03, and, in addition, include a statement that all of its shareholders, not less than one-half of its directors, and all of its officers, other than its secretary and treasurer (if any), are licensed in one or more states to render a professional service described in its articles of incorporation, except as provided in section 881 of this title.
11 V.S.A. § 3284 — VT Code / Title 11 / Chapter 22 / Section 3284
§ 3284. Effect of conversion; entity unchanged
Status: in_force

(a) A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion.

(b) When a conversion takes effect:

(1) all property owned by the converting partnership or limited partnership remains vested in the converted entity;

(2) all obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and

(3) an action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
11 V.S.A. § 4156 — VT Code / Title 11 / Chapter 25 / Section 4156
§ 4156. Restrictions on approval of mergers, conversions, and domestications
Status: in_force

(a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless:

(1) the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and

(2) the member has consented to the provision of the operating agreement.

(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
11 V.S.A. § 4121 — VT Code / Title 11 / Chapter 25 / Section 4121
§ 4121. Election
Status: in_force

A limited liability company formed under this chapter may elect to be a foreign law limited liability company by complying with all the following:

(1) designating itself as a foreign law limited liability company in its articles of organization filed pursuant to section 4023 of this title;

(2) including in its name either the term “foreign law limited liability company,” the term “Foreign Law Company,” or the abbreviation “F.L.L.L.C.” or “F.L.C.” in lieu of the words or abbreviations required under subsection 4005(a) of this title; and

(3) complying with the requirements of this subchapter and paying the filing fees pursuant to section 4012 of this title.
11B V.S.A. § 6.22 — VT Code / Title 11B / Chapter 6 / Section 6.22
§ 6.22. Member's liability to third parties
Status: in_force

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
11B V.S.A. § 8.24 — VT Code / Title 11B / Chapter 8 / Section 8.24
§ 8.24. Quorum and voting
Status: in_force

(a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:

(1) a majority of the fixed number of directors if the corporation has a fixed board size; or

(2) a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this title, the articles of incorporation, or bylaws require the vote of a greater number of directors.

(c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(1) the director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;

(2) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.