11A V.S.A. § 14.07 — VT Code / Title 11A / Chapter 14 / Section 14.07
§ 14.07. Unknown claims against dissolved corporation
Status: in_force

(a) A dissolved corporation may also send and publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

(b) The notice must:

(1) be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this State, its registered office) is or was last located, and sent to the Office of the Attorney General;

(2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(3) state that a claim against the corporation and shareholders will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.

(c)(1) If the dissolved corporation sends notice to the Attorney General and publishes a newspaper notice in accordance with subsection (b) of this section, causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced only as follows:

(A) Against the dissolved corporation, to the extent of its undistributed assets, including any insurance assets held by the corporation that may be available to satisfy claims.

(B) If any of the assets of the dissolved corporation have been distributed to shareholders, against shareholders of the dissolved corporation to the extent of their pro rata share of the claim or to the extent of the corporate assets distributed to them upon dissolution of the corporation, whichever is less. A shareholder's total liability under this section may not exceed the total amount of assets of the dissolved corporation distributed to the shareholder upon dissolution of the corporation.

(2) All causes of action against a dissolved corporation arising under subdivision (1)(A) of this subsection are extinguished unless the claimant commences a proceeding to enforce the cause of action against the dissolved corporation prior to the expiration of the statute of limitations applicable to the cause of action.

(3) All causes of action against a shareholder of a dissolved corporation arising under subdivision (1)(B) of this subsection are extinguished unless the claimant commences a proceeding to enforce the cause of action against that shareholder of a dissolved corporation prior to the earlier of the following:

(A) The expiration of the statute of limitations applicable to the cause of action.

(B) Five years after the effective date of the dissolution of the corporation.

(d)(1) In addition to the notice published in accordance with subsections (a) through (c) of this section, a dissolved corporation may also give notice of the dissolution of the corporation to persons with claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of such notice. Such notice shall be in substantially the form, and sent and published in the same manner, as described in subsection 14.06(b) of this title.

(2) The corporation or successor entity shall offer any claimant whose claim is contingent, conditional or unmatured, such security as the corporation or successor entity determines is sufficient to provide compensation to the claimant if the claim matures. The corporation or successor entity shall mail such offer to the claimant by certified mail, return receipt requested, within 90 days of receipt of such claim. If the claimant offered such security does not deliver in writing to the corporation or successor entity a notice rejecting the offer within 90 days after receipt of such offer for security, the claimant shall be deemed to have accepted such security as the sole source from which to satisfy his or her claim against the corporation.

(e)(1) A corporation or successor entity which has given notice in accordance with subsections (a) through (d) of this section may petition the Superior Court to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to subdivision (d)(2) of this section.

(2) A corporation or successor entity which has given notice in accordance with subsections (a) through (d) of this section may petition the Superior Court to determine the amount and form of security which will be sufficient to provide compensation to claimants whose claims are known to the corporation or successor entity but whose identities are unknown. The Superior Court shall appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.

(f) The giving of any notice or making of any offer pursuant to the provisions of this section shall not revive any claim then barred or constitute acknowledgment by the corporation or successor entity that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.

(g) As used in this section, the term “successor entity” shall include any trust, receivership, or other legal entity governed by the laws of this State to which the remaining assets and liabilities of a dissolved corporation are transferred and which exists solely for the purposes of prosecuting and defending suits, by or against the dissolved corporation, enabling the dissolved corporation to settle and close its business, to dispose of and convey the property of the dissolved corporation, to discharge the liabilities of the dissolved corporation, and to distribute to the dissolved corporation's shareholders any remaining assets, but not for the purpose of continuing the business for which the dissolved corporation was organized.
11B V.S.A. § 7.30 — VT Code / Title 11B / Chapter 7 / Section 7.30
§ 7.30. Voting agreements
Status: in_force

(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 10 years. For public benefit corporations, such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.

(b) A voting agreement created under this section is specifically enforceable.
11C V.S.A. § 815 — VT Code / Title 11C / Chapter 8 / Section 815
§ 815. Quorum
Status: in_force

(a) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors.

(b) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.

(c) A director present at a meeting but objecting to notice under subdivision 814(b)(1) or (2) of this title does not count toward a quorum.
11A V.S.A. § 13.31 — VT Code / Title 11A / Chapter 13 / Section 13.31
§ 13.31. Court costs and counsel fees
Status: in_force

(a) The court in an appraisal proceeding commenced under section 13.30 of this title shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under section 13.28 of this title.

(b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of sections 13.20 through 13.28 of this title; or

(2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.
11B V.S.A. § 11.04 — VT Code / Title 11B / Chapter 11 / Section 11.04
§ 11.04. Articles of merger
Status: in_force

After a plan of merger is approved by the board of directors, and if required by section 11.03 of this title, by the members and any other persons, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth:

(1) the plan of merger;

(2) if approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;

(3) if approval by members was required:

(A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and

(B) either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;

(4) if approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision 11.03(a)(3) of this title, a statement that the approval was obtained.
11A V.S.A. § 4.01 — VT Code / Title 11A / Chapter 4 / Section 4.01
§ 4.01. Corporate name
Status: reserved

(a) A corporate name:

(1) shall contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language;

(2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 of this title and its articles of incorporation;

(3) 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 11 V.S.A. chapter 8, a housing cooperative corporation organized under 11 V.S.A. chapter 14, or the articles of incorporation contain all of the provisions required of a general cooperative corporation in 11 V.S.A. § 981; and

(4) shall not include any word not otherwise authorized by law.

(b) Except as authorized by subsections (c) and (d) of this section, a corporate name shall be distinguishable in the records of the Secretary of State from any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State.

(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable in the records from one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:

(1) the other corporation or business consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable in the records from the name of the applying corporation; 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 the name applied for in this State.

(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the proposed user corporation:

(1) has merged with the other corporation;

(2) has been formed by reorganization of the other corporation; or

(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
11 V.S.A. § 3224 — VT Code / Title 11 / Chapter 22 / Section 3224
§ 3224. Statement of denial
Status: in_force

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection 3223(b) of this title may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections 3223(d) and (e) of this title.
11A V.S.A. § 7.27 — VT Code / Title 11A / Chapter 7 / Section 7.27
§ 7.27. Greater quorum or voting requirements
Status: in_force

(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by this title.

(b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
11A V.S.A. § 8.09 — VT Code / Title 11A / Chapter 8 / Section 8.09
§ 8.09. Removal of directors by judicial proceeding
Status: in_force

(a)(1) The Superior Court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that:

(A) the director engaged in fraudulent or dishonest conduct relating to the corporation, or in a gross abuse of authority or discretion relating to the corporation; and

(B) removal is in the best interest of the corporation.

(2) The petition for removal shall be filed:

(A) in the county where the corporation's principal office is located;

(B) in the county where the corporation's registered office is located if the corporation has no principal office in this State; or

(C) in the Washington County Superior Court where the corporation has no principal office or registered office in this State.

(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.

(c) If shareholders commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant.
11A V.S.A. § 2.01 — VT Code / Title 11A / Chapter 2 / Section 2.01
§ 2.01. Incorporators
Status: in_force

One or more natural persons of majority age may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
11 V.S.A. § 3452 — VT Code / Title 11 / Chapter 23 / Section 3452
§ 3452. Withdrawal of general partner
Status: in_force

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him or her.
11 V.S.A. § 4174 — VT Code / Title 11 / Chapter 25 / Section 4174
§ 4174. Multiple roles of members and managers
Status: in_force

(a) A member or manager of a BBLLC may interact with the BBLLC in multiple roles, including as a member, manager, developer, node, miner, or other participant in the BBLLC, or as a trader and holder of the currency in its own account and for the account of others, provided such member or manager complies with any applicable fiduciary duties.

(b) The activities of a member or manager who interacts with the BBLLC through multiple roles are not deemed to take place in this State solely because the BBLLC is organized in this State.
11C V.S.A. § 1008 — VT Code / Title 11C / Chapter 10 / Section 1008
§ 1008. Liability for improper distributions; limitation of action
Status: in_force

(a) A director who consents to a distribution that violates section 1007 of this title is personally liable to the mutual benefit enterprise for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the director failed to comply with sections 818-819c of this title.

(b) A member or transferee of financial rights that received a distribution knowing that the distribution was made in violation of section 1007 of this title is personally liable to the mutual benefit enterprise to the extent the distribution exceeded the amount that should have been properly paid.

(c) A director against whom an action is commenced under subsection (a) of this section may:

(1) implead in the action any other director who is liable under subsection (a) of this section and compel contribution from the person; and

(2) implead in the action any person that is liable under subsection (b) of this section and compel contribution from the person in the amount the person received as described in subsection (b) of this section.

(d) An action under this section is barred if it is commenced later than two years after the distribution.
11 V.S.A. § 4141 — VT Code / Title 11 / Chapter 25 / Section 4141
§ 4141. Definitions
Status: in_force

As used in this subchapter:

(1) “Constituent limited liability company” means a constituent organization that is a limited liability company.

(2) “Constituent organization” means an organization that is party to a merger.

(3) “Conversion” means a transaction authorized by sections 4142 through 4147 of this title.

(4) “Converted organization” means the converting organization as it continues in existence after a conversion.

(5) “Converting organization” means the domestic organization that approves a plan of conversion pursuant to section 4144 of this title or the foreign organization that approves a conversion pursuant to the law of its jurisdiction of formation.

(6) “Domestic,” with respect to an organization, means an organization governed as to its internal affairs by the law of this State.

(7) “Domesticated company” means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to sections 4152 through 4155 of this title.

(8) “Domesticating company” means the company that effects a domestication pursuant to sections 4152 through 4155 of this title.

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

(10) “Governing statute” means the statute that governs an organization's internal affairs.

(11) “Interest holder” means:

(A) a shareholder of a business corporation;

(B) a member of a nonprofit corporation;

(C) a general partner of a general partnership;

(D) a general partner of a limited partnership;

(E) a limited partner of a limited partnership;

(F) a member of a limited liability company;

(G) a shareholder of a general cooperative association;

(H) a member of a limited cooperative association or mutual benefit enterprise;

(I) a member of an unincorporated nonprofit association;

(J) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or

(K) any other direct holder of an interest.

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

(13) “Limited partnership” means a limited partnership created under chapter 23 of this title, a predecessor law, or comparable law of another jurisdiction.

(14) “Organization”:

(A) means any of the following, whether a domestic or foreign organization, and regardless of whether organized for profit:

(i) a business corporation;

(ii) a nonprofit corporation;

(iii) a general partnership, including a limited liability partnership;

(iv) a limited partnership, including a limited liability limited partnership;

(v) a limited liability company;

(vi) a general cooperative association;

(vii) a limited cooperative association or mutual benefit enterprise;

(viii) an unincorporated nonprofit association;

(ix) a statutory trust, business trust, or common-law business trust; or

(x) any other person that has:

(I) a legal existence separate from any interest holder of that person; or

(II) the power to acquire an interest in real property in its own name; and

(B) does not include:

(i) an individual;

(ii) a trust with a predominantly donative purpose or a charitable trust;

(iii) an association or relationship that is not an organization listed in subdivision (A) of this subdivision (14) and is not a partnership under chapter 22 or 23 of this title, or a similar provision of the law of another jurisdiction;

(iv) a decedent's estate; or

(v) a government or a governmental subdivision, agency, or instrumentality.

(15) “Organizational documents” means, whether or not in a record, documents governing the internal affairs of an organization that are binding on all its interest holders, including:

(A) for a domestic or foreign general partnership, its partnership agreement;

(B) for a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;

(C) for a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;

(D) for a business trust, its agreement of trust and declaration of trust;

(E) for a domestic or foreign corporation for profit, its certificate or articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and

(F) for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.

(16) “Partner” includes a general partner and a limited partner.

(17) “Partnership” means a general partnership under chapter 22 of this title, a predecessor law, or comparable law of another jurisdiction.

(18) “Partnership agreement” means an agreement among the partners concerning the partnership or limited partnership.

(19) “Personal liability” means:

(A) any liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:

(i) by the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or

(ii) by the organization's organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization; or

(B) an obligation of an interest holder under the organizational documents of an organization to contribute to the organization.

(20) “Private organizational documents” means organizational documents or portions thereof that are not part of the organization's public record, if any, and includes:

(A) the bylaws of a business corporation;

(B) the bylaws of a nonprofit corporation;

(C) the partnership agreement of a general partnership;

(D) the partnership agreement of a limited partnership;

(E) the operating agreement of a limited liability company;

(F) the bylaws of a general cooperative association;

(G) the bylaws of a limited cooperative association or mutual benefit enterprise;

(H) the governing principles of an unincorporated nonprofit association; and

(I) the trust instrument of a statutory trust or similar rules of a business trust or common-law business trust.

(21) “Protected agreement” means:

(A) an instrument or agreement evidencing indebtedness of an organization in effect on July 1, 2016 or on the date the organization elects to become subject to this chapter, whichever is earlier;

(B) an agreement that is binding on an organization on July 1, 2016 or on the date the organization elects to become subject to this chapter, whichever is earlier;

(C) the organizational documents of an organization in effect on July 1, 2016 or on the date the organization elects to become subject to this chapter, whichever is earlier; or

(D) an agreement that is binding on any of the directors, officers, general partners, managers, or interest holders of an organization on July 1, 2016 or on the date the organization elects to become subject to this chapter, whichever is earlier.

(22) “Public organizational documents” means the record of organizational documents required to be filed with the Secretary of State to form an organization, and any amendment to or restatement of that record, and includes:

(A) the articles of incorporation of a business corporation;

(B) the articles of incorporation of a nonprofit corporation;

(C) the certificate of limited partnership of a limited partnership;

(D) the certificate of organization of a limited liability company;

(E) the articles of incorporation of a general cooperative association;

(F) the articles of organization of a limited cooperative association or mutual benefit enterprise; and

(G) the certificate of trust of a statutory trust or similar record of a business trust.

(23) “Registered foreign organization” means a foreign organization that is registered to do business in this State pursuant to a record filed by the Secretary of State.

(24) “Surviving organization” means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger.
11 V.S.A. § 1596 — VT Code / Title 11 / Chapter 14 / Section 1596
§ 1596. Directors; election; removal
Status: in_force

(a) The business of the cooperative housing corporation shall be managed by a board of directors of not less than three individuals, elected by the members from their own number, except as provided in subsection 1594(c) of this title.

(b) In cooperative housing corporations with less than 20 members, the bylaws may provide that the members shall constitute the board of directors.

(c) Directors may be removed from office for cause shown, by a two-thirds vote of the board of directors at a meeting duly convened for this purpose. Directors may be removed from office without cause, by no less than a majority vote of the cooperative housing corporation's members at a meeting duly convened for this purpose.
11A V.S.A. § 21.12 — VT Code / Title 11A / Chapter 21 / Section 21.12
§ 21.12. Benefit officer
Status: in_force

A benefit corporation may have an officer designated the “benefit officer” who shall have the authority and shall perform the duties in the management of the benefit corporation relating to the purpose of the corporation to create public benefit as set forth with respect to the office in the bylaws or, to the extent not inconsistent with the bylaws, prescribed with respect to the office by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of the office.
11C V.S.A. § 509 — VT Code / Title 11C / Chapter 5 / Section 509
§ 509. Waiver of member's meeting notice
Status: in_force

(a) A member may waive notice of a members' meeting before, during, or after the meeting.

(b) A member's participation in a members' meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member's arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
11B V.S.A. § 15.10 — VT Code / Title 11B / Chapter 15 / Section 15.10
§ 15.10. Service on foreign corporation
Status: in_force

A foreign corporation is subject to the service of process provisions in 11 V.S.A. § 1656.
11 V.S.A. § 4101 — VT Code / Title 11 / Chapter 25 / Section 4101
§ 4101. Events causing dissolution and winding up of company business
Status: in_force

(a) A limited liability company is dissolved, and its business shall be wound up, upon the occurrence of any of the following events:

(1) an event or circumstance that the operating agreement states causes dissolution;

(2) consent of the number or percentage of members specified in the operating agreement, or in the absence of a provision governing approval of a dissolution or winding up of the company contained in an operating agreement, the consent of all the members;

(3) the passage of 90 consecutive days during which the company has no members;

(4) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that:

(A) the conduct of all or substantially all of the company's activities is unlawful; or

(B) it is not reasonably practicable to carry on the company's activities in conformance with the certificate of organization and the operating agreement; or

(5) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:

(A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or

(B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.

(b) In an action brought under subdivision (a)(5) of this section, the Court may order a remedy other than dissolution.
11B V.S.A. § 4.02 — VT Code / Title 11B / Chapter 4 / Section 4.02
§ 4.02. Reserved name
Status: in_force

A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to 11 V.S.A. § 1652.
11 V.S.A. § 3406 — VT Code / Title 11 / Chapter 23 / Section 3406
§ 3406. Nature of business
Status: in_force

A limited partnership may carry on any business that a partnership without limited partners may carry on except a business in which a corporation formed under the general corporation law may not engage.
11A V.S.A. § 8.41 — VT Code / Title 11A / Chapter 8 / Section 8.41
§ 8.41. Duties of officers
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
11 V.S.A. § 4150 — VT Code / Title 11 / Chapter 25 / Section 4150
§ 4150. Filings required for merger; effective date
Status: in_force

(a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of:

(1) each constituent limited liability company, as provided in subsection 4025(a) of this title; and

(2) each other constituent organization, as provided in its governing statute.

(b) Articles of merger under this section shall include:

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

(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;

(3) the date the merger is effective under the governing statute of the surviving organization;

(4) if the surviving organization is to be created by the merger:

(A) if it will be a limited liability company, the company's certificate of organization; or

(B) if it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record;

(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;

(6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;

(7) if the surviving 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 the purposes of subsection 4151(b) of this title; and

(8) any additional information required by the governing statute of any constituent organization.

(c) Each constituent limited liability company shall deliver the articles of merger for filing in the Office of the Secretary of State.

(d) A merger becomes effective under this subchapter:

(1) if the surviving organization is a limited liability company, upon the later of:

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

(B) subject to section 4026 of this title, as specified in the articles of merger; or

(2) if the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
11A V.S.A. § 13.21 — VT Code / Title 11A / Chapter 13 / Section 13.21
§ 13.21. Notice of intent to demand payment
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, a shareholder who wishes to assert dissenters' rights:

(1) must deliver to the corporation before the vote is taken written notice of his or her intent to demand payment for his or her shares if the proposed action is effectuated; and

(2) must not vote his or her shares in favor of the proposed action.

(b) A shareholder who does not satisfy the requirements of subsection (a) of this section is not entitled to payment for his or her shares under this chapter.
11 V.S.A. § 563 — VT Code / Title 11 / Chapter 1 / Section 563
§ 563. Conformity with articles of association
Status: in_force

The provisions of sections 561 and 562 of this title shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the articles of organization or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such sections. (1971, No. 112, § 3.)
11C V.S.A. § 1501 — VT Code / Title 11C / Chapter 15 / Section 1501
§ 1501. Disposition of assets not requiring member approval
Status: in_force

Unless the articles of organization otherwise provide, member approval under section 1502 of this title is not required for a mutual benefit enterprise to:

(1) sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the enterprise in the usual and regular course of business; or

(2) mortgage, pledge, dedicate to the repayment of indebtedness, or encumber in any way all or any part of the assets of the enterprise whether or not in the usual and regular course of business.
11 V.S.A. § 872 — VT Code / Title 11 / Chapter 4 / Section 872
§ 872. Licensing authority's regulatory jurisdiction
Status: in_force

This chapter does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional conduct.
11C V.S.A. § 907 — VT Code / Title 11C / Chapter 9 / Section 907
§ 907. Indemnification of officers, employees, and agents
Status: in_force

Unless an enterprise's articles of organization limit indemnification of an officer, employee, or agent of the enterprise:

(1) an officer of the enterprise who is not a director is entitled to mandatory indemnification under section 903 of this title and is entitled to apply for court-ordered indemnification under section 905 of this title, in each case to the same extent as a director;

(2) the enterprise may indemnify and advance expenses under this article to an officer, employee, or agent of the enterprise who is not a director to the same extent as a director.
11C V.S.A. § 817 — VT Code / Title 11C / Chapter 8 / Section 817
§ 817. Committees
Status: in_force

(a) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.

(b) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a mutual benefit enterprise need not be a director or member.

(c) An individual who is not a director and is serving on a committee has the same rights, duties, and obligations as a director serving on the committee.

(d) Unless the organic rules otherwise provide, each committee of a mutual benefit enterprise may exercise the powers delegated to it by the board of directors, but a committee may not:

(1) approve allocations or distributions except according to a formula or method prescribed by the board of directors;

(2) approve or propose to members action requiring approval of members; or

(3) fill vacancies on the board of directors or any of its committees.
11A V.S.A. § 14.02 — VT Code / Title 11A / Chapter 14 / Section 14.02
§ 14.02. Dissolution by board of directors and shareholders
Status: in_force

(a) A corporation's board of directors may propose dissolution for submission to the shareholders.

(b) For a proposal to dissolve to be adopted:

(1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and

(2) the shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.

(c) The board of directors may condition its submission of the proposal for dissolution on any basis.

(d) 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 dissolving the corporation.

(e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.
11A V.S.A. § 8.53 — VT Code / Title 11A / Chapter 8 / Section 8.53
§ 8.53. Advance for expenses
Status: in_force

(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(1) the director furnishes the corporation a written affirmation of his or her good faith belief that the director has met the standard of conduct described in section 8.51 of this title;

(2) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and

(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this subchapter.

(b) The undertaking required by subdivision (a)(2) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 8.55 of this title.
11A V.S.A. § 13.27 — VT Code / Title 11A / Chapter 13 / Section 13.27
§ 13.27. After-acquired shares
Status: in_force

(a) A corporation may elect to withhold payment required by section 13.25 of this title from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.

(b) To the extent the corporation elects to withhold payment under subsection (a) of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his or her demand. The corporation shall send with its offer a statement of its estimate and calculation of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under section 13.28 of this title.
11C V.S.A. § 401 — VT Code / Title 11C / Chapter 4 / Section 401
§ 401. Authority to amend organic rules
Status: in_force

(a) A mutual benefit enterprise may amend its organic rules under this article for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an enterprise under section 304 of this title.

(b) Unless the organic rules otherwise provide, a member does not have a vested property right resulting from any provision in the organic rules, including a provision relating to the management, control, capital structure, distribution, entitlement, purpose, or duration of the mutual benefit enterprise.
11B V.S.A. § 1.20 — VT Code / Title 11B / Chapter 1 / Section 1.20
§ 1.20. Filing requirements
Status: in_force

(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State.

(b) The document must contain the information required by this title. It may contain other information as well.

(c) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form or in an electronic format prescribed by the Secretary of State.

(d) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(e) The document must be executed:

(1) by the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers;

(2) if directors have not been selected or the corporation has not been formed by an incorporator; or

(3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(f) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain:

(1) the corporate seal;

(2) an attestation by the secretary or an assistant secretary; or

(3) an acknowledgement, verification, or proof.

(g) If the Secretary of State has prescribed a mandatory form or electronic format for a document under section 1.21 of this title, the document must be in or on the prescribed form.

(h) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in sections 5.03 and 15.09 of this title), and the correct filing fee.
11C V.S.A. § 1213 — VT Code / Title 11C / Chapter 12 / Section 1213
§ 1213. Denial of reinstatement; appeal
Status: in_force

(a) If the Secretary of State denies a mutual benefit enterprise's application for reinstatement following administrative dissolution, the Secretary of State shall prepare and file a notice that explains the reason for denial and serve the enterprise with a copy of the notice.

(b) Not later than 30 days after service of a notice of denial of reinstatement by the Secretary of State, a mutual benefit enterprise may appeal the denial by petitioning the Superior Court to set aside the dissolution. The petition shall be served on the Secretary of State and contain a copy of the Secretary of State's declaration of dissolution, the enterprise's application for reinstatement, and the Secretary of State's notice of denial.

(c) The court may summarily order the Secretary of State to reinstate the dissolved enterprise or may take other action the court considers appropriate.
11A V.S.A. § 8.03 — VT Code / Title 11A / Chapter 8 / Section 8.03
§ 8.03. Number and election of directors
Status: in_force

(a) A board of directors of a corporation which is not a close corporation dispensing with a board of directors pursuant to section 20.08 of this title must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.

(b) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 8.06 of this title.

(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and a maximum number of members, and shall state the manner in which the positions so created are to be filled. Prior to the issuance of shares the directors may adopt or change such a provision; subsequent to the issuance of shares only the shareholders may do so. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. With respect to a close corporation, only the shareholders may fix or change the number of directors.
11A V.S.A. § 11.09 — VT Code / Title 11A / Chapter 11 / Section 11.09
§ 11.09. Share exchange authorized; plan of share exchange
Status: in_force

(a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts, and its shareholders, if required under section 11.10 of this title, approve a plan of share exchange.

(b) The plan of share exchange shall be in a record and shall include:

(1) the name of the corporation whose shares will be acquired and the name of the acquiring corporation; and

(2) the terms and conditions of the share exchange; including the manner and basis of exchanging the shares to be acquired in exchange for shares of the acquiring corporation or other consideration.

(c) The plan of share exchange may contain any other provision not prohibited by law.
11 V.S.A. § 3491 — VT Code / Title 11 / Chapter 23 / Section 3491
§ 3491. Right of action
Status: in_force

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
11C V.S.A. § 1611 — VT Code / Title 11C / Chapter 16 / Section 1611
§ 1611. Consolidation
Status: in_force

(a) Constituent entities that are mutual benefit enterprises or foreign enterprises may agree to call a merger a consolidation under this article.

(b) All provisions governing mergers or using the term “merger” in this title apply equally to mergers that the constituent entities choose to call consolidations under subsection (a) of this section.
11B V.S.A. § 8.33 — VT Code / Title 11B / 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 this title is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this title 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 for an unlawful distribution under subsection (a) of this section is entitled to contribution:

(1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 8.30 of this title; and

(2) from each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this title.

(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 this title.
11B V.S.A. § 14.02 — VT Code / Title 11B / Chapter 14 / Section 14.02
§ 14.02. Dissolution by directors, members
Status: in_force

(a) Unless this title, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class dissolution is authorized if it is approved:

(1) by the board;

(2) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; or

(3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title for an amendment to the articles or bylaws.

(b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.

(d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership 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 dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
11B V.S.A. § 1.41 — VT Code / Title 11B / Chapter 1 / Section 1.41
§ 1.41. Notice
Status: in_force

(a) Notice under this title must be in writing unless oral notice is authorized in the bylaws of the corporation and is reasonable under the circumstances.

(b) Notice may be communicated in person; by telephone, voice mail, telegraph, teletype, facsimile, or other form of wire, wireless, or electronic communication; or by mail or private carrier, or other method of delivery. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.

(c) Notice to members. Written notice by a domestic or foreign corporation to its members, if in a comprehensible form, is effective when:

(1) mailed first class postpaid and correctly addressed to the member's address as shown in the corporation's current record of member's; or

(2) electronically transmitted to the member in a manner authorized by the member.

(d) Notice to corporations. Written notice to a domestic or foreign corporation (authorized to transact business in this State) may be addressed to:

(1) its registered agent at its registered office;

(2) the corporation or its secretary at its principal office shown in its most recent biennial report; or

(3) in the case of a foreign corporation that has not yet delivered a biennial report, the corporation or its secretary at its principal office shown in its application for a certificate of authority.

(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:

(1) when received;

(2) five days after its deposit in the U.S. mail, as evidenced by the postmark, if mailed postpaid and correctly addressed;

(3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(f) Oral notice is effective when communicated if communicated in a comprehensible manner.

(g) If this title prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this title, those requirements govern.
11A V.S.A. § 14.33 — VT Code / Title 11A / Chapter 14 / Section 14.33
§ 14.33. Decree of dissolution
Status: in_force

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 14.30 of this title exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with section 14.05 of this title, the notification of claimants in accordance with sections 14.06 and 14.07 of this title, and the payment of claims in accordance with sections 14.08 and 14.09 of this title.
11A V.S.A. § 7.05 — VT Code / Title 11A / Chapter 7 / Section 7.05
§ 7.05. Notice of meeting
Status: in_force

(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than 60 days before the meeting date. Unless this title or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

(b) Unless this title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is close of business on the day before the first notice is delivered to shareholders.

(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting 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 persons who are shareholders as of the new record date.
11 V.S.A. § 1622 — VT Code / Title 11 / Chapter 15 / Section 1622
§ 1622. Registration by legal representative of decedent
Status: in_force

If a person who was required by the provisions of section 1621 of this title to register with the Secretary of State failed so to do and dies, the legal representative of such deceased person may register under such section in the name of the estate of such decedent. Such registration shall be sufficient for all purposes under the provisions of this chapter.
11 V.S.A. § 1010 — VT Code / Title 11 / Chapter 7 / Section 1010
§ 1010. Vacancies on board of directors
Status: in_force

When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board shall fill the vacancy by a majority vote, unless the bylaws provide for an election of directors by districts. In such a case, the board of directors shall immediately call a special meeting of the members, or stockholders, to fill the vacancy in the district where it exists.
11B V.S.A. § 10.21 — VT Code / Title 11B / Chapter 10 / Section 10.21
§ 10.21. Amendment by directors and members
Status: in_force

(a) Unless this act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted must be approved:

(1) by the board if the corporation is a public benefit corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;

(2) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title.

(b) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.

(c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing 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 amendment and contain or be accompanied by a copy and any summary of the amendment.

(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
11 V.S.A. § 3274 — VT Code / Title 11 / Chapter 22 / Section 3274
§ 3274. Partner's power to bind partnership after dissolution
Status: in_force

Subject to section 3275 of this title, a partnership is bound by a partner's act after dissolution that:

(1) is appropriate for winding up the partnership business; or

(2) would have bound the partnership under section 3221 of this title before dissolution, if the other party to the transaction did not have notice of the dissolution.
11C V.S.A. § 206 — VT Code / Title 11C / Chapter 2 / Section 206
§ 206. Certificate of good standing
Status: in_force

A person may request the Secretary of State to issue a certificate of good standing for a domestic or foreign enterprise pursuant to 11 V.S.A. § 1657.
11C V.S.A. § 517 — VT Code / Title 11C / Chapter 5 / Section 517
§ 517. Districts and delegates; classes of members
Status: in_force

(a) The organic rules may provide for the formation of geographic districts of patron members and:

(1) for the conduct of patron member meetings by district and the election of directors at the meetings; or

(2) that districts may elect district delegates to represent and vote for the districts at members' meetings.

(b) A delegate elected under subdivision (a)(2) of this section has one vote unless voting power is otherwise allocated by the organic rules.

(c) The organic rules may provide for the establishment of classes of members, for the preferences, rights, and limitations of the classes, and:

(1) for the conduct of members' meetings by classes and the election of directors at the meetings; or

(2) that classes may elect class delegates to represent and vote for the classes in members' meetings.

(d) A delegate elected under subdivision (c)(2) of this section has one vote unless voting power is otherwise allocated by the organic rules.
11B V.S.A. § 1.28 — VT Code / Title 11B / Chapter 1 / Section 1.28
§ 1.28. Certificate of good standing
Status: in_force

A person may request the Secretary of State to issue a certificate of good standing for a domestic or foreign corporation pursuant to 11 V.S.A. § 1657.
11 V.S.A. § 4054 — VT Code / Title 11 / Chapter 25 / Section 4054
§ 4054. Management of limited liability company
Status: in_force

(a) A limited liability company is a member-managed limited liability company unless the operating agreement:

(1) expressly provides that:

(A) the company is or will be “manager-managed”;

(B) the company is or will be “managed by managers”; or

(C) management of the company is or will be “vested in managers”; or

(2) includes words of similar import.

(b) In a member-managed limited liability company:

(1) the management and conduct of the company are vested in the members;

(2) each member has equal rights in the management and conduct of the company's activities; and

(3) except as otherwise provided in subsection (d) of this section, any matter relating to the activities of the company may be decided by a majority of the members.

(c) In a manager-managed limited liability company:

(1) Except as otherwise provided in subsection (d) of this section, the managers have the exclusive authority to manage and conduct the company's activities.

(2) Each manager has equal rights in the management and conduct of the company's activities.

(3) Except as specified in subsection (d) of this section, any matter relating to the activities of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers.

(4)(A) A manager may be chosen at any time by the affirmative vote or consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates.

(B) A manager may be removed at any time by the affirmative vote or consent of a majority of the members without notice or cause.

(5)(A) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager.

(B) If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member.

(6) A person's ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager.

(d) Except as provided in the operating agreement, the affirmative vote or consent of all the members is required to:

(1) amend the operating agreement of a limited liability company;

(2) amend the articles of organization under section 4024 of this title;

(3) compromise an obligation to make a contribution under section 4053 of this title;

(4) compromise, as among members, an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;

(5) make interim distributions under subsection 4055(a) of this title;

(6) admit a new member;

(7) use the company's property to redeem an interest subject to a charging order;

(8) waive the right to have the company's business wound up and the company terminated under subsection 4102(b) of this title; and

(9) sell, lease, exchange or otherwise dispose of all, or substantially all, of the company's property with or without goodwill.

(e)(1) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact.

(2) An appointment of a proxy is valid for 11 months unless a different time is specified in the appointment instrument.

(3) An appointment is revocable by the member or manager unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, in which case the appointment is revoked when the coupled interest is extinguished.

(f)(1) An action requiring the affirmative vote or consent of members under this title may be taken without a meeting if the action is approved in a consent by members having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote thereon were present and voted.

(2) A member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.

(g)(1) An action that may be taken at a meeting of the managers may be taken without a meeting if the action is approved by consent of all managers entitled to vote on the action.

(2) The action must be evidenced by one or more consents reflected in a record describing the action taken and signed by all managers entitled to vote on the action.

(h) The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.

(i) This chapter does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company.
11B V.S.A. § 7.03 — VT Code / Title 11B / Chapter 7 / Section 7.03
§ 7.03. Court-ordered meeting
Status: in_force

(a) The Superior Court of the county where a corporation's principal office (or, if none in this State, its registered office) is located may summarily order a meeting to be held:

(1) on application of any member or other person entitled to participate in the annual meeting, and in the case of a public benefit corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or

(2) on application of a member who signed a demand for a special meeting valid under section 7.02 of this title, a person or persons entitled to call a special meeting, and in the case of a public benefit corporation, the Attorney General, if:

(A) notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or

(B) the special meeting was not held in accordance with the notice.

(b) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(c) If the court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.
11 V.S.A. § 3288 — VT Code / Title 11 / Chapter 22 / Section 3288
§ 3288. Nonexclusive
Status: in_force

This subchapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.
11 V.S.A. § 4030 — VT Code / Title 11 / Chapter 25 / Section 4030
§ 4030. Filing by judicial act
Status: in_force

If a person required by section 4025 of this title to sign any document fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Superior Court to direct the signing of the document. If the Court finds that it is proper for the document to be signed and that a person so designated has failed or refused to sign the document, it shall order the Secretary of State to sign and file an appropriate document.
11 V.S.A. § 442 — VT Code / Title 11 / Chapter 1 / Section 442
§ 442. Notice for production
Status: in_force

Such notice to produce shall issue from the court, magistrate, tribunal, or commission before which the production is required. The notice shall describe in a general way what is required to be produced, and shall state the time when and place where the production is required. Service of the notice shall be made in the same manner as the law provides for the service of a summons upon such corporation, and shall give such corporation at least six days' time within which to comply. When such corporation has no officer, agent, or attorney to receive service of process as provided by law, service of the notice may be made upon the manager of its business within this State, or the person in charge of its property within this State, or upon its attorney within this State, or upon the Secretary of State, in the same manner as the law provides for the service of a summons.
11 V.S.A. § 1605 — VT Code / Title 11 / Chapter 14 / Section 1605
§ 1605. Net income; apportionment
Status: in_force

(a) Annually, the board of directors of a cooperative housing corporation may apportion the remainder of the net income in one or more of the following ways:

(1) as a reserve fund for the general operation of the business;

(2) as a dividend not to exceed six percent per annum on invested capital; and

(3) as an equitable distribution or refund to all members in proportion to their proprietary lease payment, except that the distribution or refund to members shall first be credited to the member's account to pay off the purchase price of his or her cooperative interest and any amounts owed to the cooperative housing corporation as a result of cure by the cooperative housing corporation of any default in the member's obligations as described in subdivision 1599(5) of this title.

(b) This section shall not prevent a cooperative housing corporation from disposing of the net income by reducing the cost of facilities or services or by applying such net income otherwise for the common benefit of members.

(c) This section shall not prevent a cooperative housing corporation from adopting a system by which the payment of net income is deferred, nor from adopting a system in which the net savings distributed are partly in cash and partly in equity interests or certificates of indebtedness.
11 V.S.A. § 4034 — VT Code / Title 11 / Chapter 25 / Section 4034
§ 4034. Involuntary termination
Status: in_force

(a)(1) The articles of organization of a limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the provisions of this section shall apply to the limited liability company.

(2) The certificate of authority of a foreign limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the Secretary of State shall notify the company of the termination.

(3) If a company that has had its articles of organization terminated or had its certificate of authority terminated files its annual report together with the annual report filing fee and the reinstatement fee for each year the company failed to file its annual report, its articles of organization or certificate of authority, as the case may be, shall be reinstated by the Secretary of State.

(b) When the reinstatement becomes effective, it relates back to and takes effect as of the effective date of termination of the company's articles of organization or the date the company's certificate of authority was terminated under subsection (a) of this section as if the termination never occurred.

(c) A limited liability company or a foreign limited liability company shall lose the right to retain its 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.

(d) Involuntary termination under this section does not:

(1) prevent commencement of a proceeding against the limited liability company or the foreign limited liability company in its company name; provided that a proceeding is subject to dismissal unless the company is reinstated in accordance with subsections (a) and (b) of this section;

(2) abate or suspend a proceeding pending by or against the limited liability company or foreign limited liability company on the effective date of involuntary termination; or

(3) terminate the authority of the designated agent of the limited liability company or foreign limited liability company;

(4) alter the limited liability status of members or managers of the limited liability company or foreign limited liability company; or

(5) impair the validity of acts of the limited liability company during the period between involuntary termination and reinstatement.
11 V.S.A. § 3263 — VT Code / Title 11 / Chapter 22 / Section 3263
§ 3263. Dissociated partner's liability to other persons
Status: in_force

(a) A partner's dissociation does not discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.

(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under subchapter 9 of this chapter, within two years after the partner's dissociation, only if the partner is liable for the obligation under section 3226 of this title, and at the time of entering into the transaction the other party:

(1) reasonably believed that the dissociated partner was then a partner;

(2) did not have notice of the partner's dissociation; and

(3) is not deemed to have had knowledge under subsection 3223(e) of this title or notice under subsection 3264(c) of this title.

(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
11C V.S.A. § 823 — VT Code / Title 11C / Chapter 8 / Section 823
§ 823. Resignation and removal of officers
Status: in_force

(a) The board of directors may remove an officer at any time with or without cause.

(b) An officer of a mutual benefit enterprise may resign at any time by giving notice in a record to the enterprise. Unless the notice specifies a later time, the resignation is effective when the notice is given.
11A V.S.A. § 13.01 — VT Code / Title 11A / Chapter 13 / Section 13.01
§ 13.01. Definitions
Status: in_force

In this chapter:

(1) “Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

(2) “Dissenter” means a shareholder who is entitled to dissent from corporate action under section 13.02 of this title and who exercises that right when and in the manner required by sections 13.20 through 13.28 of this title.

(3) “Fair value,” with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.

(4) “Interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.

(5) “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(6) “Beneficial shareholder” means the person who is a beneficial owner of shares held by a nominee as the record shareholder.

(7) “Shareholder” means the record shareholder or the beneficial shareholder.
11 V.S.A. § 996 — VT Code / Title 11 / Chapter 7 / Section 996
§ 996. Amendment of articles; statement of change
Status: in_force

(a) The articles of incorporation may be altered or amended except as otherwise provided in this subchapter at any regular meeting or any special meeting called for that purpose. An amendment must first be approved by two-thirds of the directors and adopted by a vote of two-thirds of the members or delegates present and voting at such meeting. Amendments to the articles of incorporation, when so adopted, shall be filed in accordance with the provisions of section 995 of this title.

(b) Notwithstanding subsection (a) of this section, an association shall amend the name, email, or address information of its agent for service of process by submitting to the Secretary of State for filing a statement of change pursuant to section 1655 of this title.
11 V.S.A. § 3403 — VT Code / Title 11 / Chapter 23 / Section 3403
§ 3403. Reservation of name
Status: in_force

A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to section 1652 of this title.
11C V.S.A. § 803 — VT Code / Title 11C / Chapter 8 / Section 803
§ 803. Qualifications of directors
Status: in_force

(a) Unless the organic rules otherwise provide, and subject to subsection (c) of this section, each director of a mutual benefit enterprise shall be an individual who is a member of the enterprise or an individual who is designated by a member that is not an individual for purposes of qualifying and serving as a director. Initial directors need not be members.

(b) Unless the organic rules otherwise provide, a director may be an officer or employee of the mutual benefit enterprise.

(c) If the organic rules provide for nonmember directors, the number of nonmember directors may not exceed:

(1) one if there are two through four directors;

(2) two if there are five through eight directors; or

(3) one-third of the total number of directors if there are at least nine directors.

(d) The organic rules may provide qualifications for directors in addition to those in this section.
11 V.S.A. § 4073 — VT Code / Title 11 / Chapter 25 / Section 4073
§ 4073. Rights of transferee
Status: in_force

(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that all other members consent.

(b)(1) A transferee who has become a member has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and this chapter to the extent of the membership interest transferred.

(2) A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under section 4053 of this title and for obligations under section 4057 of this title to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member and which could not be ascertained from the articles of organization or the operating agreement made available to the transferee, and is not personally liable for any obligation of the limited liability company incurred before the transferee's admission as a member.

(c) Whether or not a transferee of a distributional interest becomes a member under subsection (a) of this section, the transferor retains all duties and obligations of a member and is not released from liability to the limited liability company and the other members under the operating agreement or this chapter unless all other members consent.

(d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business or affairs, require access to information concerning the company's transactions, or inspect or copy any of the company's books and other records, except that in a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.

(e) A transferee who does not become a member is entitled to:

(1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(2) receive, upon dissolution and winding up of the limited liability company's business:

(A) in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(B) a statement of account only from the date of the latest statement of account agreed to by all the members.

(f) A limited liability company need not give effect to a transfer or a transferee's rights under this section until it has notice of the transfer.
11B V.S.A. § 8.30 — VT Code / Title 11B / Chapter 8 / Section 8.30
§ 8.30. General standards for directors
Status: in_force

(a) A director shall discharge his or her duties as a director, including the director's duties as a member of a committee:

(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 director reasonably believes to be in the best interests of the corporation.

(b) In discharging his or her duties, a director 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 director reasonably believes to be reliable and competent in the matters presented;

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

(3) a committee of the board of directors of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.

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

(d) A director is not liable for the performance of the duties of his or her office if the director acted in compliance with this section.

(e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.
11A V.S.A. § 8.04 — VT Code / Title 11A / Chapter 8 / Section 8.04
§ 8.04. Election of directors by certain classes of shareholders
Status: in_force

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class (or classes) of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
11B V.S.A. § 15.20 — VT Code / Title 11B / Chapter 15 / Section 15.20
§ 15.20. Withdrawal of foreign corporation
Status: in_force

(a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State.

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

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

(2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State;

(3) that it revokes the authority of its registered agent for service of process to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this State;

(4) a mailing address to which the Secretary of State may mail a copy of any process served on him or her under subdivision (3) of this subsection; and

(5) a commitment to notify the Secretary of State in the future of any change in the mailing address.

(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the post office address set forth in its application for withdrawal, or otherwise perfect service under section 15.10 of this title.
11A V.S.A. § 6.01 — VT Code / Title 11A / Chapter 6 / Section 6.01
§ 6.01. Authorized shares
Status: in_force

(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 6.02 of this title.

(b) The articles of incorporation must authorize:

(1) one or more classes of shares that together have unlimited voting rights; and

(2) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution:

(c) The articles of incorporation may authorize one or more classes of shares that:

(1) have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this act;

(2) are redeemable or convertible as specified in the articles of incorporation;

(A) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;

(B) for cash, indebtedness, securities, or other property;

(C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;

(3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;

(4) have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

(d) Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection 1.20(j) of this title.

(e) Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.

(f) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) of this section is not exhaustive.
11B V.S.A. § 6.01 — VT Code / Title 11B / Chapter 6 / Section 6.01
§ 6.01. Admission
Status: in_force

(a) A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission.

(b) No person shall be admitted as a member without his or her consent.
11B V.S.A. § 14.40 — VT Code / Title 11B / Chapter 14 / Section 14.40
§ 14.40. Deposit with State Treasurer
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash subject to known trust restrictions and deposited with the State Treasurer for safekeeping; provided, however, that in the State Treasurer's discretion property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the State Treasurer shall deliver to the creditor, member, or other person or his or her representative that amount or property.
11 V.S.A. § 4111 — VT Code / Title 11 / Chapter 25 / Section 4111
§ 4111. Law governing foreign limited liability companies
Status: in_force

(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of a member as a member, and a manager as a manager, for the debts, obligations, or other liabilities of the foreign limited liability company or series thereof.

(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign company is formed and the laws of this State.

(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State.
11 V.S.A. § 4114 — VT Code / Title 11 / Chapter 25 / Section 4114
§ 4114. Issuance of certificate of authority
Status: in_force

If the Secretary of State determines that an application for a certificate of authority complies as to form with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the application and issue a certificate of authority to the foreign limited liability company or its representative.
11A V.S.A. § 15.08 — VT Code / Title 11A / Chapter 15 / Section 15.08
§ 15.08. Change of registered office or registered agent for service of process of foreign corporation
Status: in_force

A foreign corporation authorized to transact business in this State 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. § 7.30 — VT Code / Title 11A / Chapter 7 / Section 7.30
§ 7.30. Voting trusts
Status: in_force

(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.

(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than 10 years after its effective date unless extended under subsection (c) of this section.

(c) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for 10 years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
11B V.S.A. § 13.01 — VT Code / Title 11B / Chapter 13 / Section 13.01
§ 13.01. Prohibited distributions
Status: in_force

Except as authorized by section 13.02 of this title, a corporation shall not make any distributions.
11 V.S.A. § 3458 — VT Code / Title 11 / Chapter 23 / Section 3458
§ 3458. Liability upon return of contribution
Status: in_force

(a) If a partner has received the return of any part of his or her contribution without violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

(b) If a partner has received the return of any part of his or her contribution in violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.

(c) A partner receives a return of his or her contribution to the extent that a distribution to him or her reduces his or her share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to section 3405 of this title, of his or her contribution which has not been distributed to him or her.
11A V.S.A. § 15.32 — VT Code / Title 11A / Chapter 15 / Section 15.32
§ 15.32. Appeal from involuntary termination
Status: in_force

(a) If the Secretary of State does not cancel the termination of a certificate of authority of a foreign corporation pursuant to section 15.30 of this title, such foreign corporation may appeal the Secretary of State's termination of its certificate of authority to the Superior Court in Washington County or in the county in which the foreign corporation's principal office in Vermont is located within 90 days after service of the notice of such termination is perfected under section 15.10 of this title. The foreign corporation appeals by petitioning the Court to set aside the termination and attaching to the petition copies of its certificate of authority and the Secretary of State's notice of termination.

(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. § 4032 — VT Code / Title 11 / Chapter 25 / Section 4032
§ 4032. When property is limited liability company property
Status: in_force

(a) Property is limited liability company property if acquired in the name of:

(1) the limited liability company; or

(2) one or more members with an indication in the instrument transferring title to the property of the person's capacity as a member or of the existence of a limited liability company, but without an indication of the name of the limited liability company.

(b) Property is presumed to be limited liability company property if purchased with limited liability company assets, even if not acquired in the name of the limited liability company or of one or more members with an indication in the instrument transferring title to the property of the person's capacity as a member or of the existence of a limited liability company.

(c) Property acquired in the name of one or more of the members, without an indication in the instrument transferring title to the property of the person's capacity as a member or of the existence of a limited liability company and without use of limited liability company assets, is presumed to be separate property, even if used for limited liability company purposes.
11A V.S.A. § 12.02 — VT Code / Title 11A / Chapter 12 / Section 12.02
§ 12.02. Sale of assets other than in regular course of business
Status: in_force

(a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in section 12.01 of this title, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least 25 percent of the total assets at the end of the most recently completed fiscal year and 25 percent of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation will conclusively be deemed to have retained a significant continuing business activity.

(b) For a transaction to be authorized:

(1) the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and

(2) the shareholders entitled to vote must approve the transaction.

(c) The board of directors may condition its submission of the proposed transaction on any basis.

(d) 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 sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.

(e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.

(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.

(g) A transaction that constitutes a distribution is governed by section 6.40 of this title and not by this section.
11B V.S.A. § 14.03 — VT Code / Title 11B / Chapter 14 / Section 14.03
§ 14.03. Articles of dissolution
Status: in_force

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth:

(1) the name of the corporation;

(2) the date dissolution was authorized;

(3) a statement that dissolution was approved by a sufficient vote of the board;

(4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;

(5) if approval by members was required:

(A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and

(B) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;

(6) if approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to subdivision 14.02(a)(3) of this title, a statement that the approval was obtained.

(b) A corporation is dissolved upon the effective date of its articles of dissolution.
11A V.S.A. § 21.01 — VT Code / Title 11A / Chapter 21 / Section 21.01
§ 21.01. Short title
Status: in_force

This chapter shall be known and may be cited as the “Vermont Benefit Corporations Act.”
11 V.S.A. § 1013 — VT Code / Title 11 / Chapter 7 / Section 1013
§ 1013. Officers
Status: in_force

The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary, who shall be the clerk of the association, and a treasurer, who need not be directors or members of the association. The directors may combine the two latter offices and designate the combined office as that of secretary-treasurer, or unite both functions and titles in one person. The treasurer may be a bank or any depository, and as such, shall not be considered as an officer, but as a function of the board of directors, and in such case, the secretary shall perform the usual accounting duties of the treasurer, except that the funds shall be deposited only as and where authorized by the board of directors.
11B V.S.A. § 10.22 — VT Code / Title 11B / Chapter 10 / Section 10.22
§ 10.22. Class voting by members on amendments
Status: in_force

(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.

(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:

(1) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;

(2) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;

(3) increase or decrease the number of memberships authorized for that class;

(4) increase the number of memberships authorized for another class;

(5) effect an exchange, reclassification, or termination of all or part of the memberships of that class; or

(6) authorize a new class of memberships.

(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.

(d) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.

(e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
11B V.S.A. § 16.22 — VT Code / Title 11B / Chapter 16 / Section 16.22
§ 16.22. Biennial 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 a biennial report on a form prescribed and furnished by the Secretary of State 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 the office in this State;

(3) the address of its principal office;

(4) the names and business or residence addresses of its directors and principal officers; and

(5) a brief description of the nature of its activities.

(b) The information in the biennial report must be current on the date the biennial report is executed on behalf of the corporation.

(c) The first biennial report must be delivered to the Secretary of State between January 1 and April 1 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent biennial reports must be delivered to the Secretary of State between January 1 and April 1 following each succeeding two calendar years.

(d) If a biennial 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.
11 V.S.A. § 1533 — VT Code / Title 11 / Chapter 13 / Section 1533
§ 1533. Opposing petition
Status: in_force

When such petition is brought, members of the corporation or society may appear and defend in the name of such corporation or society, by filing a bond with the clerk in the penal sum of not less than $500.00, conditioned for the payment of the costs which the petitioners may recover against such corporation or society.
11 V.S.A. § 3443 — VT Code / Title 11 / Chapter 23 / Section 3443
§ 3443. Sharing of profits and losses
Status: in_force

The profits and losses 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, profits and losses shall be allocated 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.
11 V.S.A. § 3305 — VT Code / Title 11 / Chapter 22 / Section 3305
§ 3305. Action by Attorney General
Status: in_force

The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in section 3303 of this title and to restrain a foreign limited liability partnership from transacting business in this State in violation of this subchapter.
11A V.S.A. § 1.41 — VT Code / Title 11A / Chapter 1 / Section 1.41
§ 1.41. Notice
Status: in_force

(a) Notice under this title must be in writing unless oral notice is authorized in the bylaws of the corporation and is reasonable under the circumstances.

(b) Notice may be communicated in person; by telephone, voice mail, telegraph, teletype, facsimile, or other form of wire, wireless, or electronic communication; or by mail or private carrier or other method of delivery. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.

(c) Notice to shareholders. Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when:

(1) mailed first class postpaid and correctly addressed to the shareholder's address as shown in the corporation's current record of shareholders; or

(2) electronically transmitted to the shareholder in a manner authorized by the shareholder.

(d) Notice to corporations. Written notice to a domestic or foreign corporation (authorized to transact business in this State) may be addressed to:

(1) its registered agent at its registered office;

(2) the corporation or its secretary at its principal office shown in its most recent annual report; or

(3) in the case of a foreign corporation that has not yet delivered an annual report, the corporation or its secretary at its principal office shown in its application for a certificate of authority.

(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:

(1) when received;

(2) five days after its deposit in the U.S. mail, as evidenced by the postmark, if mailed postpaid and correctly addressed;

(3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(f) Oral notice is effective when communicated if communicated in a comprehensible manner.

(g) If this title prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this title, those requirements govern.
11 V.S.A. § 3402 — VT Code / Title 11 / Chapter 23 / Section 3402
§ 3402. Name
Status: in_force

(a) The name of each limited partnership as set forth in its certificate of limited partnership:

(1) shall contain the words “Limited Partnership,” or the letters “L.P.”;

(2) may not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner, or the business of the limited partnership had been carried on under that name before the admission of that limited partner;

(3) shall be distinguishable in the records of the Secretary of State from the name of any corporation, limited liability company, limited liability partnership, or limited partnership organized under the laws of this State or licensed or registered as a foreign corporation, limited liability company, limited liability partnership, or limited partnership in this State; and

(4) may not contain the following words: “corporation,” “incorporated,” “limited” by itself, “limited liability company,” “limited company,” or the abbreviations “corp.,” “Inc.,” or “Ltd.”

(b) 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 chapter.
11 V.S.A. § 1703 — VT Code / Title 11 / Chapter 16 / Section 1703
§ 1703. Administration
Status: in_force

(a) Notification of out-of-state business during the disaster response period.

(1) The out-of-state business that enters the State shall, upon request, provide to the Secretary of State a statement that it is in the State for purposes of responding to the disaster or emergency, which statement shall include the business's name, state of domicile, principal business address, federal tax identification number, date of entry, and contact information.

(2) A registered business in the State shall, upon request, provide the information required in subdivision (1) of this subsection for any affiliate that enters the State that is an out-of-state business.

(3) The notification shall also include contact information for the registered business in the State.

(b) Notification of intent to remain in State. An out-of-state business or an out-of-state employee that remains in the State after the disaster response period shall complete State and local registration, licensing, and filing requirements that ensue as a result of establishing the requisite business presence or residency in the State applicable under the existing law.

(c) Procedures. The Secretary of State may adopt necessary rules, develop and issue forms or online processes, and maintain and make available an annual record of any designations pursuant to this chapter to carry out these administrative procedures.
11 V.S.A. § 3282 — VT Code / Title 11 / Chapter 22 / Section 3282
§ 3282. Conversion of partnership to limited partnership
Status: in_force

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

(b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.

(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:

(1) a statement that the partnership was converted to a limited partnership from a partnership;

(2) its former name; and

(3) a statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.

(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.

(e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Uniform Limited Partnership Act.
11 V.S.A. § 992 — VT Code / Title 11 / Chapter 7 / Section 992
§ 992. Use of "cooperative"
Status: in_force

The use of the word “cooperative” as a part of the name of any person is hereby limited to such persons as are legally organized and chartered under the provisions of this chapter or chapter 8 or 14 of this title.
11 V.S.A. § 4058 — VT Code / Title 11 / Chapter 25 / Section 4058
§ 4058. Information rights
Status: in_force

(a) In a member-managed limited liability company, each member has the right, subject to such reasonable standards, including standards governing what information and documents are to be furnished and at what time and location, as may be set forth in the articles of organization, an operating agreement, or otherwise established by the members to obtain from the company from time to time and upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company during the period in which he or she was a member:

(1) information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and duties under the operating agreement or this chapter; and

(2) other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(b) In a manager-managed limited liability company:

(1) the right to receive information as stated in subdivision (a)(1) of this section shall apply to the managers and not the members;

(2) during regular business hours and at a reasonable location specified by the company, a member may inspect and copy information regarding the activities, affairs, financial condition, and other circumstances of the company as is just and reasonable if:

(A) the member seeks the information for a purpose reasonably related to the member's interest as a member;

(B) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and

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

(3) the managers shall have the right to keep confidential from members who are not managers, for such period of time as the managers deem reasonable, any information which the managers reasonably believe to be in the nature of trade secrets or other information the disclosure of which the managers in good faith believe is not in the best interest of the company.

(c) A company may impose a reasonable charge, limited to the costs of labor and material, for copies of records or other information furnished under this section.

(d) A company may maintain its records in other than written form if such form is capable of conversion into written form within a reasonable time or into an electronic form that may be prescribed by the Secretary of State.

(e) Any demand under this section shall:

(1) be in writing;

(2) be made in good faith and for a proper purpose; and

(3) describe with reasonable particularity the purpose and the records or information desired.

(f)(1) A member or person dissociated as a member may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative.

(2) Any restriction or condition imposed by the operating agreement or under subsection (h) of this section applies both to the agent or legal representative of such a member and to a person dissociated as a member.

(g) Subject to section 4075 of this title, the rights under this section do not extend to a person who is a transferee of an interest in a limited liability company, except that a transferee is entitled to an account of the company's transactions only from the date of dissolution.

(h)(1) In addition to any restriction or condition stated in this section or the company's operating agreement, a limited liability company may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient.

(2) In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.

(i) Failure of the company to keep or maintain any of the records or information required pursuant to this section shall not be grounds for imposing liability on any person for the debts and obligations of the company.
11C V.S.A. § 208 — VT Code / Title 11C / Chapter 2 / Section 208
§ 208. Filing fees
Status: in_force

The filing fees for records filed under this article by the Secretary of State are the same as those set forth for a limited liability company under 11 V.S.A. § 3013.
11 V.S.A. § 824 — VT Code / Title 11 / Chapter 4 / Section 824
§ 824. Prohibited activities
Status: in_force

(a) A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its articles of incorporation.

(b) Subsection (a) of this section does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities, or any other type of investment.
11 V.S.A. § 564 — VT Code / Title 11 / Chapter 1 / Section 564
§ 564. Powers of Attorney General
Status: in_force

Nothing in this act shall impair the rights and powers of the courts or the Attorney General of this State with respect to any corporation. (1971, No. 112, § 4.)
11 V.S.A. § 3493 — VT Code / Title 11 / Chapter 23 / Section 3493
§ 3493. Pleading
Status: in_force

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
11C V.S.A. § 1301 — VT Code / Title 11C / Chapter 13 / Section 1301
§ 1301. Derivative action
Status: in_force

A member may maintain a derivative action to enforce a right of a mutual benefit enterprise if:

(1) the member demands that the enterprise bring an action to enforce the right; and

(2) any of the following occur:

(A) the enterprise does not, within 90 days after the member makes the demand, agree to bring the action;

(B) the enterprise notifies the member that it has rejected the demand;

(C) irreparable harm to the enterprise would result by waiting 90 days after the member makes the demand; or

(D) the enterprise agrees to bring an action demanded and fails to bring the action within a reasonable time.
11B V.S.A. § 8.25 — VT Code / Title 11B / Chapter 8 / Section 8.25
§ 8.25. Committees of the board
Status: in_force

(a) Unless prohibited or limited by the articles of incorporation or bylaws, a board of directors may create one or more committees and appoint members of the board to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board of directors.

(b) The creation of a committee and appointment of members to it must be approved by the greater of:

(1) a majority of all the directors in office when the action is taken; or

(2) the number of directors required by the articles of incorporation or bylaws to take action under section 8.24 of this title.

(c) Sections 8.20 through 8.24 of this title, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.

(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under section 8.01 of this title.

(e) A committee of the board may not, however:

(1) authorize distributions;

(2) approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;

(3) elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or

(4) adopt, amend, or repeal the articles of incorporation or bylaws.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 8.30 of this title.
11 V.S.A. § 936 — VT Code / Title 11 / Chapter 5 / Section 936
§ 936. Surplus monies belong to State
Status: in_force

Any monies remaining in the hands of a scrip corporation formed under this chapter, after all scrip entitled to payment has been redeemed, shall become the property of the State.
11B V.S.A. § 8.44 — VT Code / Title 11B / 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.
11C V.S.A. § 407 — VT Code / Title 11C / Chapter 4 / Section 407
§ 407. Amendment or restatement of articles of organization; filing
Status: in_force

(a) To amend its articles of organization, a mutual benefit enterprise shall deliver to the Secretary of State for filing an amendment of the articles or restated articles of organization or articles of conversion or merger pursuant to article 16 of this title which contain one or more amendments of the articles of organization stating:

(1) the name of the enterprise;

(2) the date of filing of the enterprise's initial articles; and

(3) the changes the amendment makes to the articles as most recently amended or restated.

(b) Before the beginning of the initial meeting of the board of directors, an organizer who knows that information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances shall promptly:

(1) cause the articles to be amended; or

(2) if appropriate, deliver an amendment to the Secretary of State for filing pursuant to section 203 of this title.

(c) If restated articles of organization are adopted, the restated articles may be delivered to the Secretary of State for filing in the same manner as an amendment.

(d) Upon filing, an amendment of the articles of organization or other record containing an amendment of the articles which has been properly adopted by the members is effective as provided in subsection 203(c) of this title.
11 V.S.A. § 3487 — VT Code / Title 11 / Chapter 23 / Section 3487
§ 3487. Transaction of business without registration
Status: in_force

(a)(1) A foreign limited partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until it has registered in this State.

(2) The successor to a foreign limited partnership that transacted business in this State without a registration and the assignee of a cause of action arising out of that business may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense based on that cause of action in any court in this State until the foreign limited partnership or its successor or assignee has registered.

(b) The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.

(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.

(d) A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to claims for relief and causes of action arising out of the transaction of business in this State.

(e) A foreign limited partnership that transacts business in this State without a registration shall be liable to the State for:

(1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a registration;

(2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a registration; and

(3) other penalties imposed by law.
11A V.S.A. § 8.01 — VT Code / Title 11A / Chapter 8 / Section 8.01
§ 8.01. Requirement for and duties of board of directors
Status: in_force

(a) Except as provided in subsection (c) of this section, each corporation must have a board of directors.

(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.

(c) A close corporation may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors, pursuant to section 20.09 of this title.
11 V.S.A. § 995 — VT Code / Title 11 / Chapter 7 / Section 995
§ 995. Articles
Status: in_force

Each association formed under this subchapter shall prepare and file articles of incorporation setting forth:

(1) The name of the association.

(2) The purpose for which it is formed.

(3) The address of its principal office in this State, and the name, email, and address information of an agent for service of process pursuant to section 1655 of this title.

(4) The names and business addresses of the directors thereof who are to serve until the election and qualification of their successors.

(5) The name and business address of the clerk, and of any other principal the association provides.

(6) When organized without capital stock, whether the property rights and interest of the members are equal, and, if unequal, the general rules applicable to all members by which the property rights and interest, respectively, of each member shall be determined and fixed, and provision for the admission of new members who shall be entitled to share in the property of the association in accordance with such general rules. This provision or paragraph of the articles of incorporation shall not be altered, amended, or replaced except by the written consent or vote representing three-fourths of the members.

(7) When organized with capital stock, the amount of such stock, the number of shares into which it is divided, and the par value thereof.

(8) The capital stock may be divided into preferred and one or more classes of common stock. When so divided, the articles of incorporation shall contain a statement of the number of shares of stock to which preference is granted, the number of shares of stock to which no preference is granted, and the nature and definite extent of the preference and privileges granted to each.

(9) The articles of incorporation of any association organized under this subchapter may provide that the members or stockholders thereof shall have the right to vote in person or through another method of communication, including through a telecommunications or electronic medium, but a member or stockholder may not vote by proxy. This provision or paragraph of the articles of incorporation shall not be altered and shall not be subject to amendment.

(10) In addition to the foregoing, the articles of incorporation of any association incorporated hereunder may contain any provision consistent with law with respect to management, regulation, government, financing, indebtedness, membership, the establishment of voting districts and the election of delegates for representative purposes, the issuance, retirement, and transfer of its stock, if formed with capital stock, or any provisions relative to the way or manner in which it shall operate or with respect to its members, officers, or directors and any other provisions relating to its affairs.

(11) The articles of incorporation shall be subscribed by the incorporators and shall be sworn to by one or more of them; and shall be filed with the Secretary of State. A certified copy shall also be filed with the Secretary of Agriculture, Food and Markets.

(12) When so filed, the articles of incorporation or a certified copy thereof shall be received in the courts of this State as prima facie evidence of the facts contained therein and of the due incorporation of such association.
11 V.S.A. § 1017 — VT Code / Title 11 / Chapter 7 / Section 1017
§ 1017. Preferred stock
Status: in_force

An association organized with stock may issue preferred stock but such stock shall have no voting privileges. Such stock may be issued on such terms and with such preferences as the board of directors may determine and may be sold to any person, member or nonmember, and may be redeemable or retirable by the association on such terms and conditions as may be provided in the certificate of organization and printed on the face of the stock certificate.
11 V.S.A. § 3484 — VT Code / Title 11 / Chapter 23 / Section 3484
§ 3484. Name
Status: in_force

A foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, and it:

(1) shall contain the words “Limited Partnership,” or the letters “L.P.”;

(2) may not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner, or the business of the limited partnership had been carried on under the name before the admission of that limited partner;

(3) shall be distinguishable in the records of the Secretary of State from the name of any corporation, limited liability company, limited liability partnership, or limited partnership organized under the laws of the State or licensed or registered as a foreign corporation, limited liability company, limited liability partnership, or limited partnership in this State; and

(4) may not contain the following words: “corporation,” “incorporated,” “limited by itself,” “limited liability company,” “limited company,” or the abbreviations “corp.,” “inc.,” or “ltd.”
11 V.S.A. § 1471 — VT Code / Title 11 / Chapter 13 / Section 1471
§ 1471. Notice of meeting to provide for repairs
Status: in_force

When a building owned and used as a house of public worship needs repairs, and the owners are not a corporation or incorporated association, or have not the power by their charter or articles of association to repair such building, any three persons who are owners of such house may call a meeting of those who are proprietors or pew owners. At least 15 days before such meeting, such owners shall post a notice upon the door of such house, setting forth the time when it will be held and the business to be transacted, and they shall also cause such notice to be published three weeks successively in a newspaper circulating in the town where such house of worship is situated, the last of which publications shall be at least two weeks prior to such meeting.
11C V.S.A. § 1006 — VT Code / Title 11C / Chapter 10 / Section 1006
§ 1006. Redemption or repurchase
Status: in_force

Property distributed to a member by a mutual benefit enterprise, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase is treated as a distribution for purposes of section 1007 of this title.
11B V.S.A. § 8.22 — VT Code / Title 11B / Chapter 8 / Section 8.22
§ 8.22. Call and notice of meetings
Status: in_force

(a) Unless the articles of incorporation, bylaws, or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice of the date, time, place, or purpose of the meeting.

(b) Unless the articles of incorporation, bylaws, or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by at least two business days' notice to each director of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

(c) In corporations without members, any board action to remove a director or to approve a matter which would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 8.23 of this title.

(d) Unless the articles of incorporation or bylaws otherwise provide, the presiding officer of the board, the president, or 20 percent of the directors then in office may call and give notice of a meeting of the board.
11A V.S.A. § 8.11 — VT Code / Title 11A / Chapter 8 / Section 8.11
§ 8.11. Compensation of directors
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
11A V.S.A. § 1.21 — VT Code / Title 11A / 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) Articles of incorporation. Such form shall note the information required under subsection 2.02(a) of this title, together with a summary of such information or provisions as are permitted by this title.

(2) An application for a certificate of good standing.

(3) A foreign corporation's application for a certificate of authority to transact business in this State.

(4) A foreign corporation's application for a certificate of withdrawal.

(5) The annual report.

If the Secretary of State so requires, compliance with these forms is mandatory.

(b) The Secretary of State may prescribe the form of 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. § 925 — VT Code / Title 11 / Chapter 5 / Section 925
§ 925. Consent of Commissioner required
Status: in_force

A person or corporation shall not issue scrip or notes or certificates having no fixed maturity payable to bearer in currency or other scrip without the consent of the Commissioner. But nothing herein shall prevent the issuance and use of bills of exchange, notes, or checks, or town orders for the usual and customary purposes thereof.
11 V.S.A. § 566 — VT Code / Title 11 / Chapter 1 / Section 566
§ 566. Distribution required
Status: in_force

In the administration of any trust which is a “private foundation” as defined in section 509 of the Internal Revenue Code of 1986, or which is a “charitable trust” as defined in section 4947(a)(1) of the Internal Revenue Code of 1986, there shall be distributed, for the purposes specified in the trust instrument, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code of 1986. (1971, No. 112, § 6.)
11B V.S.A. § 14.20 — VT Code / Title 11B / Chapter 14 / Section 14.20
§ 14.20. Involuntary termination
Status: in_force

The Secretary of State may commence a proceeding under section 14.21 of this title to administratively dissolve a corporation if:

(1) the corporation does not pay within 60 days after they are due fees imposed by this title;

(2) the corporation does not deliver its biennial report to the Secretary of State within 60 days after it is due;

(3) the corporation is without a registered agent for service of process or registered office in this State for 60 days or more; or

(4) the corporation does not notify the Secretary of State within 120 days that its registered agent for service of process or registered office has been changed, that its registered agent for service of process has resigned, or that its registered office has been discontinued.
11 V.S.A. § 3233 — VT Code / Title 11 / Chapter 22 / Section 3233
§ 3233. Partner's rights and duties with respect to information
Status: in_force

(a) A partnership shall keep its books and records, if any, at its chief executive office.

(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability, with or without demand, any information concerning the partnership's business and affairs as is just and reasonable.
11 V.S.A. § 4009 — VT Code / Title 11 / Chapter 25 / Section 4009
§ 4009. Resignation of agent for service of process
Status: in_force

To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the Secretary of State for filing a statement of resignation pursuant to section 1655 of this title.
11A V.S.A. § 14.01 — VT Code / Title 11A / Chapter 14 / Section 14.01
§ 14.01. Dissolution by incorporators or initial directors
Status: in_force

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:

(1) the name of the corporation;

(2) the date of its incorporation;

(3) either:

(A) that none of the corporation's shares has been issued; or

(B) that the corporation has not commenced business;

(4) that no debt of the corporation remains unpaid;

(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(6) that a majority of the incorporators or initial directors authorized the dissolution.
11C V.S.A. § 812 — VT Code / Title 11C / Chapter 8 / Section 812
§ 812. Action without meeting
Status: in_force

(a) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.

(b) Consent under subsection (a) of this section may be withdrawn by a director in a record at any time before the mutual benefit enterprise receives consent from all directors.

(c) A record of consent for any action under subsection (a) of this section may specify the effective date or time of the action.
11B V.S.A. § 7.07 — VT Code / Title 11B / Chapter 7 / Section 7.07
§ 7.07. Record date; determining members entitled to notice and vote
Status: in_force

(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting.

(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.

(c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later, are entitled to exercise such rights.

(d) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members occurs.

(e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than 70 days after the record date for determining members entitled to notice of the original meeting.

(f) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
11B V.S.A. § 6.40 — VT Code / Title 11B / Chapter 6 / Section 6.40
§ 6.40. Derivative suits
Status: in_force

(a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by:

(1) any member or members having five percent or more of the voting power or by 50 members, whichever is less; or

(2) any director.

(b) In any such proceeding, each complainant shall be a member or director at the time of bringing the proceeding.

(c) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.

(d) On termination of the proceeding the court may require the complainants to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.

(e) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise, or settlement of an action or claim, the court may award the complainants reasonable expenses (including counsel fees).

(f) The complainants shall notify the Attorney General within ten days after commencing any proceeding under this section if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation.
11 V.S.A. § 3293 — VT Code / Title 11 / Chapter 22 / Section 3293
§ 3293. Annual report
Status: in_force

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the Office of the Secretary of State that contains:

(1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;

(2) the address of the partnership's principal office and, if different, the address of an office in this State, if any; and

(3) if the partnership does not have an office in this State, the name, email, and address of the partnership's designated agent for service of process.

(b) An annual report must be filed between January 1 and April 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State.

(c) The Secretary of State may revoke the statement of qualification of a partnership that fails to file an annual report when due or pay the required filing fee. To do so, the Secretary of State shall provide the partnership at least 60 days' written notice of intent to revoke the statement. The notice must be mailed to the partnership at its designated office set forth in the last filed statement of qualification or annual report. The notice must specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation.

(d) A revocation under subsection (c) of this section only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.

(e) A partnership whose statement of qualification has been revoked may apply to the Secretary of State for reinstatement within two years after the effective date of the revocation. The application must state:

(1) the name of the partnership and the effective date of the revocation; and

(2) that the ground for revocation either did not exist or has been corrected.

(f) A reinstatement under subsection (e) of this section relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.

(g) 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.
11B V.S.A. § 7.02 — VT Code / Title 11B / Chapter 7 / Section 7.02
§ 7.02. Special meeting
Status: in_force

(a) A corporation with members shall hold a special meeting of members:

(1) on call of its board or the person or persons authorized to do so by the articles or bylaws; or

(2) if the holders of at least five percent of the voting power sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(b) The close of business on the 30th day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection (a) of this section has been met.

(c) If a notice for a special meeting demanded under subsection (a)(2) of this section is not given pursuant to section 7.05 of this title within 30 days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 7.05 of this title.

(d) Special meetings of members shall be held in this State, unless permitted in the bylaws of the corporation to be held outside this State. Special meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

(e) Only those matters that are within the purpose or purposes described in the meeting notice required by section 7.05 of this title may be conducted at a special meeting of members.

(f) A special meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conferencing telecommunication.
11A V.S.A. § 10.09 — VT Code / Title 11A / Chapter 10 / Section 10.09
§ 10.09. Effect of amendment
Status: in_force

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
11 V.S.A. § 3241 — VT Code / Title 11 / Chapter 22 / Section 3241
§ 3241. Partner not co-owner of partnership property
Status: in_force

A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
11 V.S.A. § 4059 — VT Code / Title 11 / Chapter 25 / Section 4059
§ 4059. General standards of member's and manager's conduct
Status: in_force

(a) The only fiduciary duties a member owes to a member-managed limited liability company and its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c) of this section.

(b) A member's duty of loyalty to a member-managed limited liability company and its other members is limited to the following:

(1) to account to the company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business or derived from a use by the member of the company's property, including the appropriation of the company's opportunity;

(2) to refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and

(3) to refrain from competing with the company in the conduct of the company's business before the dissolution of the company.

(c) A member's duty of care to a member-managed limited liability company and its other members in the conduct of and winding up of the company's business is limited to refrain from engaging in grossly negligent or reckless conduct, or a knowing violation of the law.

(d) A member shall discharge the duties to a member-managed limited liability company and its other members under this chapter or under the operating agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(e) A member of a member-managed limited liability company does not violate a duty or obligation under this chapter or under the operating agreement merely because the member's conduct furthers the member's own interest.

(f) All the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.

(g) It is a defense to a claim under subdivision (b)(2) of this section and any comparable claim in equity or at common law that the transaction was fair to the limited liability company.

(h) This section applies to a person winding up the limited liability company's business as the personal or legal representative of the last surviving member of the company as if the person were a member.

(i) In a manager-managed limited liability company:

(1) subsections (a), (b), (c), and (g) of this section apply to the manager or managers and not the members, and the duty stated in subdivision (b)(3) of this section continues until winding up is completed;

(2) subsection (d) of this section applies to managers and members;

(3) subsection (e) of this section applies only to members;

(4) the power to ratify under subsection (f) of this section applies only to members;

(5) subject to subsection (d) of this section, a member does not have any duty to the company or to the other members solely by reason of being a member;

(6) a member who pursuant to the operating agreement exercises some or all of the rights of a manager in the management and conduct of the company's business is held to the standards of conduct in subsections (a), (b), (c), and (g) of this section to the extent that the member exercises the managerial authority vested in a manager by this chapter; and

(7) a manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (a), (b), (c), and (g) of this section to the extent of the managerial authority delegated to the members by the operating agreement.

(j) In discharging his or her duties, a member or a manager 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 members, managers, officers, or employees of the company whom the member or manager reasonably believes to be reliable and competent in the matter presented;

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

(3) a committee of the members or managers of which the member or manager is not a member if the member or manager reasonably believes the committee merits confidence.

(k) A member or manager is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance permitted by subsection (j) of this section unwarranted.

(l)(1) A member of a member-managed limited liability company or a manager of a manager-managed limited liability company may lend money to and transact other business with the company.

(2) As to each loan or transaction, the rights and obligations of the member or manager, as applicable, are the same as those of a person who is not a member or manager, subject to other applicable law.

(m) A member or manager is not liable for any action taken as a member or manager or any failure to take any action, if the member or manager performed the duties of his or her office in compliance with this section.
11A V.S.A. § 1.28 — VT Code / Title 11A / Chapter 1 / Section 1.28
§ 1.28. Certificate of good standing
Status: in_force

A person may request the Secretary of State to issue a certificate of good standing for a domestic or foreign corporation pursuant to 11 V.S.A. § 1657.
11A V.S.A. § 13.26 — VT Code / Title 11A / Chapter 13 / Section 13.26
§ 13.26. Failure to take action
Status: in_force

(a) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

(b) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under section 13.22 of this title and repeat the payment demand procedure.
11A V.S.A. § 8.02 — VT Code / Title 11A / Chapter 8 / Section 8.02
§ 8.02. Qualifications of directors
Status: in_force

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
11B V.S.A. § 1.29 — VT Code / Title 11B / Chapter 1 / Section 1.29
§ 1.29. Signing false documents
Status: in_force

(a) No person may sign a document, knowing that the document is false in any material respect, and intending that the document be delivered to the Secretary of State for filing.

(b) A person who violates the provisions of subsection (a) of this section shall be fined not more than $1,000.00.

(c) A person harmed by reliance on a false document filed in violation of the provisions of subsection (a) of this section may bring an action against the person signing and filing such document for damages and such further relief as the court deems proper.
11 V.S.A. § 1008 — VT Code / Title 11 / Chapter 7 / Section 1008
§ 1008. Primary elections for directors
Status: in_force

The bylaws may provide that primary elections shall be held in each district, to elect the directors apportioned to such districts, and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be deemed the act of the association.
11B V.S.A. § 6.21 — VT Code / Title 11B / Chapter 6 / Section 6.21
§ 6.21. Transfers
Status: in_force

(a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom.

(b) No member of a public benefit corporation may transfer a membership or any right arising therefrom.

(c) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
11 V.S.A. § 3242 — VT Code / Title 11 / Chapter 22 / Section 3242
§ 3242. Partner's transferable interest in partnership
Status: in_force

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
11C V.S.A. § 104 — VT Code / Title 11C / Chapter 1 / Section 104
§ 104. Nature of mutual benefit enterprise
Status: in_force

(a) A mutual benefit enterprise organized under this title is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining:

(1) ownership, financing, and receipt of benefits by the members for whose interests the enterprise is formed; and

(2) separate investments in the enterprise by members who may receive returns on their investments and a share of control.

(b) The fact that a mutual benefit enterprise does not have one or more of the characteristics described in subsection (a) of this section does not alone prevent the enterprise from being formed under and governed by this title nor does it alone provide a basis for an action against the enterprise.
11A V.S.A. § 14.32 — VT Code / Title 11A / Chapter 14 / Section 14.32
§ 14.32. Receivership or custodianship
Status: in_force

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.

(b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this State) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(1) the receiver

(A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and

(B) may sue and defend in his or her own name as receiver of the corporation in all courts of this State;

(2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his or her counsel from the assets of the corporation or proceeds from the sale of the assets.
11 V.S.A. § 3413 — VT Code / Title 11 / Chapter 23 / Section 3413
§ 3413. Cancellation of certificate
Status: in_force

A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth:

(1) the name of the limited partnership;

(2) the date of filing of its original certificate of limited partnership;

(3) the reason for filing the certificate of cancellation;

(4) the effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and

(5) any other information the general partners filing the certificate determine.
11A V.S.A. § 15.10 — VT Code / Title 11A / Chapter 15 / Section 15.10
§ 15.10. Service of process on foreign corporation
Status: in_force

A foreign corporation is subject to the service of process provisions in 11 V.S.A. § 1656.
11C V.S.A. § 1601 — VT Code / Title 11C / Chapter 16 / Section 1601
§ 1601. Definitions
Status: in_force

In this article:

(1) “Constituent entity” means an entity that is a party to a merger.

(2) “Constituent mutual benefit enterprise” means a mutual benefit enterprise that is a party to a merger.

(3) “Converted entity” means the organization into which a converting entity converts pursuant to sections 1602 through 1605 of this title.

(4) “Converting entity” means an entity that converts into another entity pursuant to sections 1602 through 1605 of this title.

(5) “Converting mutual benefit enterprise” means a converting entity that is a mutual benefit enterprise.

(6) “Organizational documents” means articles of incorporation, bylaws, articles of organization, operating agreements, partnership agreements, or other documents serving a similar function in the creation and governance of an entity.

(7) “Personal liability” means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:

(A) by the entity's organic law solely because of the person co-owning or having an interest in the entity; or

(B) by the entity's organizational documents under a provision of the entity's organic law authorizing those documents to make one or more specified persons liable for all or specified parts of the entity's debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity.

(8) “Surviving entity” means an entity into which one or more other entities are merged, whether the entity existed before the merger or is created by the merger.
11C V.S.A. § 702 — VT Code / Title 11C / Chapter 7 / Section 702
§ 702. Marketing contracts
Status: in_force

(a) If a marketing contract provides for the sale of products, commodities, or goods to a mutual benefit enterprise, the sale transfers title to the enterprise upon delivery or at any other specific time expressly provided by the contract.

(b) A marketing contract may:

(1) authorize a mutual benefit enterprise to create an enforceable security interest in the products, commodities, or goods delivered; and

(2) allow the enterprise to sell the products, commodities, or goods delivered and pay the sales price on a pooled or other basis after deducting selling costs, processing costs, overhead, expenses, and other charges.

(c) Some or all of the provisions of a marketing contract between a patron member and a mutual benefit enterprise may be contained in the organic rules.
11A V.S.A. § 6.21 — VT Code / Title 11A / Chapter 6 / Section 6.21
§ 6.21. Issuance of shares
Status: reserved

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services performed, or other securities of the corporation.

(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.

(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. No share shall be issued until such share is fully paid.

(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits are received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part.
11 V.S.A. § 1590 — VT Code / Title 11 / Chapter 14 / Section 1590
§ 1590. Minimum occupancy requirement
Status: in_force

Subject to the provisions of section 1589 of this title, at least 80 percent of a cooperative housing corporation's occupied units shall be occupied by members.
11 V.S.A. § 931 — VT Code / Title 11 / Chapter 5 / Section 931
§ 931. Use of scrip in payment of taxes or wages
Status: in_force

Scrip issued under this chapter shall be received at the face value thereof in payment of taxes due to any municipality and may be issued by any municipality in the payment of wages and salaries hereafter accruing or, by agreement with the other contracting party, for any other purpose.
11A V.S.A. § 15.20 — VT Code / Title 11A / Chapter 15 / Section 15.20
§ 15.20. Withdrawal of foreign corporation
Status: in_force

(a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State.

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

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

(2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State;

(3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact or was transacting without authorization business in this State;

(4) a mailing address to which the Secretary of State may mail a copy of any process served on him or her under subdivision (3) of this subsection;

(5) a commitment to notify the Secretary of State for the next seven years of any change in its mailing address; and

(6) any additional information required by the Secretary of State as necessary or appropriate to determine and assess any unpaid fees due to the State under this chapter and payable by the foreign corporation.

(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b) of this section or otherwise perfect service under section 15.10 of this title.
11B V.S.A. § 8.07 — VT Code / Title 11B / 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 directors of the corporation.

(b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
11B V.S.A. § 14.07 — VT Code / Title 11B / Chapter 14 / Section 14.07
§ 14.07. Unknown claims against dissolved corporation
Status: in_force

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

(b) The notice must:

(1) be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this State, its registered office) is or was last located;

(2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(3) state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.

(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:

(1) a claimant who did not receive written notice under section 14.06 of this title;

(2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; and

(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(d) A claim may be enforced under this section:

(1) against the dissolved corporation, to the extent of its undistributed assets; or

(2) if the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.

(e) The provisions of this section shall not apply to claimants whose claim is commenced in a timely manner pursuant to 12 V.S.A. § 512, 518, 521, 522, 551, or 560.
11A V.S.A. § 10.20 — VT Code / Title 11A / Chapter 10 / Section 10.20
§ 10.20. Amendment by board of directors or shareholders
Status: repealed

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:

(1) the articles of incorporation or this title reserve this power exclusively to the shareholders in whole or in part; or

(2) the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
11C V.S.A. § 1004 — VT Code / Title 11C / Chapter 10 / Section 1004
§ 1004. Allocations of profits and losses
Status: in_force

(a) The organic rules may provide for allocating profits of a mutual benefit enterprise among members, among persons that are not members but conduct business with the enterprise, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the enterprise shall be allocated in the same proportion as profits.

(b) Unless the organic rules otherwise provide, all profits and losses of a mutual benefit enterprise shall be allocated to patron members.

(c) If a mutual benefit enterprise has investor members, the organic rules may not reduce the allocation to patron members to less than 50 percent of profits. For purposes of this subsection, the following rules apply:

(1) amounts paid or due on contracts for the delivery to the enterprise by patron members of products, goods, or services are not considered amounts allocated to patron members; and

(2) amounts paid, due, or allocated to investor members as a stated fixed return on equity are not considered amounts allocated to investor members.

(d) Unless prohibited by the organic rules, in determining the profits for allocation under subsections (a), (b), and (c) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:

(1) an unallocated capital reserve; and

(2) reasonable unallocated reserves for specific purposes, including expansion and replacement of capital assets; education, training, cooperative development; creation and distribution of information concerning principles of cooperation; and community responsibility.

(e) Subject to subsections (b) and (f) of this section and the organic rules, the board of directors shall allocate the amount remaining after any deduction or setting aside of profits for unallocated reserves under subsection (d) of this section:

(1) to patron members in the ratio of each member's patronage to the total patronage of all patron members during the period for which allocations are to be made; and

(2) to investor members, if any, in the ratio of each investor member's contributions to the total contributions of all investor members.

(f) For purposes of allocation of profits and losses or specific items of profits or losses of a mutual benefit enterprise to members, the organic rules may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members' contributions, or other equitable methods.
11A V.S.A. § 21.05 — VT Code / Title 11A / Chapter 21 / Section 21.05
§ 21.05. Election of existing corporation to become a benefit corporation
Status: in_force

Any corporation organized under this title may become a benefit corporation by amending its articles of incorporation to add the statement required by subdivision 21.03(a)(1) of this title to meet the definition 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 amendment shall include a statement from the board of directors of the reasons why the board is proposing the amendment and the anticipated effect on shareholders of becoming 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.
11 V.S.A. § 1473 — VT Code / Title 11 / Chapter 13 / Section 1473
§ 1473. Voting and assessment
Status: in_force

Owners of pews shall have one vote for each pew. At the meeting, a committee of three shall be elected by ballot, who shall appraise each interest and establish the proportion each interest shall bear to the whole. The charges for such repairs shall be assessed upon the interest of each proprietor agreeably to such proportion.
11A V.S.A. § 16.21 — VT Code / Title 11A / Chapter 16 / Section 16.21
§ 16.21. Other reports to shareholders
Status: in_force

(a) 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 shareholders with or before the notice of the next shareholders' meeting.

(b) If a corporation issues or authorizes the issuance of shares for promissory notes, the corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders' meeting.
11 V.S.A. § 3213 — VT Code / Title 11 / Chapter 22 / Section 3213
§ 3213. Partnership property
Status: in_force

Property acquired by a partnership is property of the partnership and not of the partners individually.
11A V.S.A. § 14.04 — VT Code / Title 11A / Chapter 14 / Section 14.04
§ 14.04. Revocation of dissolution
Status: in_force

(a) A corporation may revoke its dissolution within 120 days of its effective date.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) the name of the corporation;

(2) the effective date of the dissolution that was revoked;

(3) the date that the revocation of dissolution was authorized;

(4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;

(5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) if shareholder action was required to revoke the dissolution, the information required by subdivision 14.03(a)(3) or (4) of this title.

(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
11 V.S.A. § 3501 — VT Code / Title 11 / Chapter 23 / Section 3501
§ 3501. Construction and application
Status: in_force

This chapter shall be so 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.
11A V.S.A. § 11.12 — VT Code / Title 11A / Chapter 11 / Section 11.12
§ 11.12. Effect of merger or share exchange
Status: in_force

(a) When a merger takes effect:

(1) the surviving constituent organization continues or comes into existence;

(2) each constituent organization that merges into the surviving constituent organization ceases to exist as a separate entity;

(3) the property of each constituent organization that ceases to exist vests in the surviving constituent organization without transfer, assignment, reversion, or impairment;

(4) the debts, obligations, and other liabilities of each constituent organization that ceases to exist continue as debts, obligations, and other liabilities of the surviving constituent organization;

(5) an action or proceeding pending by or against a constituent organization that ceases to exist continues as if the merger did not occur;

(6) except as prohibited by other law, the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving constituent organization;

(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(8) except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for the purposes of chapter 14 of this title;

(9) if the merger creates the surviving constituent organization, its public organizational documents take effect; and

(10) if the surviving constituent organization preexists the merger, any amendments to its public organizational documents take effect.

(b)(1) A surviving constituent organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce a debt, obligation, or other liability the constituent organization owes, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability.

(2) A surviving constituent organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the 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) When a share exchange takes effect:

(1) the shares of each acquired constituent organization are exchanged as provided in the plan of share exchange; and

(2) the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under chapter 13 of this title.
11B V.S.A. § 2.06 — VT Code / Title 11B / Chapter 2 / Section 2.06
§ 2.06. Bylaws
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.

(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that are not inconsistent with law or the articles of incorporation.
11B V.S.A. § 15.02 — VT Code / Title 11B / Chapter 15 / Section 15.02
§ 15.02. Consequences of transacting business without authority
Status: in_force

(a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority.

(b) The successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense based on that cause of action in any court in this State until the foreign corporation or its successor or assignee obtains a certificate of authority.

(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

(d) A foreign corporation that transacts business in this State without a certificate of authority is liable to the State for:

(1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a certificate of authority;

(2) an amount equal to the fees due under this title during the period it transacted business in this State without a certificate of authority; and

(3) other penalties imposed by law.

(e) The Attorney General may file an action in the Civil Division of Superior Court to collect the penalties due under this subsection and to restrain a foreign corporation not in compliance with this chapter from doing business within this State.

(f) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this State.
11C V.S.A. § 1003 — VT Code / Title 11C / Chapter 10 / Section 1003
§ 1003. Contribution agreements
Status: in_force

(a) Except as otherwise provided in the agreement, the following rules apply to an agreement made by a person before formation of a mutual benefit enterprise to make a contribution to the enterprise:

(1) The agreement is irrevocable for six months after the agreement is signed by the person unless all parties to the agreement consent to the revocation.

(2) If a person does not make a required contribution:

(A) the person is obligated, at the option of the enterprise, once formed, to contribute money equal to the value of that part of the contribution that has not been made, and the obligation may be enforced as a debt to the enterprise; or

(B) the enterprise, once formed, may rescind the agreement if the debt remains unpaid more than 20 days after the enterprise demands payment from the person and, upon rescission, the person has no further rights or obligations with respect to the enterprise.

(b) Unless the organic rules or an agreement to make a contribution to a mutual benefit enterprise otherwise provide, if a person does not make a required contribution to an enterprise, the person or the person's estate is obligated, at the option of the enterprise, to contribute money equal to the value of the part of the contribution which has not been made.
11A V.S.A. § 7.03 — VT Code / Title 11A / Chapter 7 / Section 7.03
§ 7.03. Court-ordered meeting
Status: in_force

(a) The Superior Court of the county where a corporation's principal office (or, if none in this State, its registered office) is located may summarily order a meeting to be held:

(1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or

(2) on application of a shareholder who signed a demand for a special meeting valid under section 7.02 of this title, if:

(A) notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or

(B) the special meeting was not held in accordance with the notice.

(b) The Court may fix the time and place of meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
11 V.S.A. § 1003 — VT Code / Title 11 / Chapter 7 / Section 1003
§ 1003. Special meetings
Status: in_force

The board of directors shall have the right to call a special meeting of the members or stockholders of the association at any time. They shall call one upon the petition of not less than ten percent of the members or stockholders, stating the specific business to be brought before the association.
11C V.S.A. § 810 — VT Code / Title 11C / Chapter 8 / Section 810
§ 810. Remuneration of directors
Status: in_force

Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under subsection 817(a) of this title.
11B V.S.A. § 17.03 — VT Code / Title 11B / Chapter 17 / Section 17.03
§ 17.03. Savings provisions
Status: repealed

(a) Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect:

(1) the operation of the statute or any action taken under it before its repeal;

(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;

(3) any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation before its repeal;

(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or

(5) any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.

(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
11C V.S.A. § 204 — VT Code / Title 11C / Chapter 2 / Section 204
§ 204. Correcting filed record
Status: in_force

(a) A mutual benefit enterprise or foreign enterprise may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the enterprise or foreign enterprise to the Secretary of State and filed by the Secretary of State if, at the time of filing, the record contained inaccurate information or was defectively signed.

(b) A statement of correction may not state a delayed effective date and shall:

(1) describe the record to be corrected, including its filing date, or have attached a copy of the record as filed;

(2) specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective; and

(3) correct the inaccurate information or defective signature.

(c) When filed by the Secretary of State, a statement of correction is effective:

(1) when filed as to persons relying on the inaccurate information or defective signature before its correction and adversely affected by the correction; and

(2) as to all other persons, retroactively as of the effective date and time of the record the statement corrects.
11B V.S.A. § 3.01 — VT Code / Title 11B / Chapter 3 / Section 3.01
§ 3.01. Purposes
Status: in_force

(a) A corporation may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; fraternal; sororal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association.

(b) A corporation engaging in an activity that is subject to regulation under another statute of this State may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.
11C V.S.A. § 508 — VT Code / Title 11C / Chapter 5 / Section 508
§ 508. Notice of members' meeting
Status: in_force

(a) A mutual benefit enterprise shall notify each member of the time, date, and place of a members' meeting at least 15 and not more than 60 days before the meeting.

(b) Unless the articles of organization otherwise provide, notice of an annual members' meeting need not include any purpose of the meeting.

(c) Notice of a special meeting of members shall include each purpose of the meeting as contained in the demand under subdivision 507(a)(3) or (4) of this title or as voted upon by the board of directors under subdivision 507(a)(2) of this title.

(d) Notice of a members' meeting shall be given in a record unless oral notice is reasonable under the circumstances.
11B V.S.A. § 6.31 — VT Code / Title 11B / Chapter 6 / Section 6.31
§ 6.31. Termination; expulsion and suspension
Status: in_force

(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith.

(b) A procedure is fair and reasonable when either:

(1) the articles or bylaws set forth a procedure that provides:

(A) not less than 15 days prior written notice of the expulsion, suspension or termination and the reasons therefor; and

(B) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or

(2) it is fair and reasonable taking into consideration all of the relevant facts and circumstances.

(c) Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.

(d) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination.

(e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
11 V.S.A. § 933 — VT Code / Title 11 / Chapter 5 / Section 933
§ 933. Security and redemption funds
Status: in_force

Portions of bank deposits assigned to the scrip corporation shall be transferred on the books of the bank or trust company to such corporation and each portion so transferred shall be divided into two parts: a one-third part and a two-thirds part. The one-third part, hereinafter called the trust redemption part, both principal and interest, shall be the absolute property of such scrip corporation. The principal, but not the interest, of the two-thirds part, hereinafter called the security part, shall be deemed to be pledged to such scrip corporation to be used proportionately with all other bank or trust company deposits so pledged to it, to make up any deficiency in the trust fund needed to redeem all outstanding scrip. From time to time, the Commissioner may issue such regulations and orders as he or she may deem necessary for the protection of the holders of such scrip, requiring such percentage of such security fund, theretofore or thereafter accruing, to be paid into the redemption trust fund of such scrip corporation, or releasing from the lien aforesaid all or any part of the security fund accordingly as he may deem that all or any part of such security fund is no longer needed. Any part of the security fund released from the lien aforesaid shall be the absolute property of the assignor.