11A V.S.A. § 16.04 — VT Code / Title 11A / Chapter 16 / Section 16.04
§ 16.04. Court-ordered inspection
Status: in_force

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

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

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

(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use and distribution of the records by the demanding shareholder.
11B V.S.A. § 8.06 — VT Code / Title 11B / Chapter 8 / Section 8.06
§ 8.06. Staggered terms for directors
Status: in_force

The articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into two, three, four, five, or six groups, with each group containing one-half, one-third, one-quarter, one-fifth or one-sixth of the total, as near as may be. In that event, the terms of the directors in the first group expire at the first annual members' meeting after their election, the terms of the second group expire at the second members' meeting after their election, and the terms of the third group, fourth group, fifth group, and sixth group, if any, expire at the third, fourth, fifth, or sixth annual members' meeting after their election. At each annual members' meeting held thereafter, directors shall be chosen for a term not to exceed six years, as the case may be, to succeed those whose terms expire.
11 V.S.A. § 3244 — VT Code / Title 11 / Chapter 22 / Section 3244
§ 3244. Partner's transferable interest subject to charging order
Status: in_force

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.

(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

(c) At any time before foreclosure, an interest charged may be redeemed:

(1) by the judgment debtor;

(2) with property other than partnership property, by one or more of the other partners; or

(3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.

(d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

(e) This section provides the exclusive remedy, except as provided in 9 V.S.A chapter 57, by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
11A V.S.A. § 21.06 — VT Code / Title 11A / Chapter 21 / Section 21.06
§ 21.06. Merger and share exchange
Status: in_force

(a) A plan of merger or share exchange that if effected would terminate the benefit corporation status of a corporation shall be adopted and shall become effective in accordance with chapter 11 of this title, except that:

(1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing that the surviving corporation should not be a benefit corporation and the anticipated effect on the shareholders of the surviving corporation ceasing to be a benefit corporation; and

(2) the plan 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.

(b) If a corporation that is not a benefit corporation is a party to a plan of merger or share exchange in which the surviving corporation is a benefit corporation, the plan of merger shall be adopted and shall become effective in accordance with chapter 11 of this title, except that:

(1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing that the surviving corporation should become a benefit corporation and the effect on the shareholders of the surviving corporation becoming a benefit corporation; and

(2) the plan shall be approved in the case of the corporation that is not a benefit corporation 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. § 1472 — VT Code / Title 11 / Chapter 13 / Section 1472
§ 1472. Organization of meeting
Status: in_force

At the time appointed, such meeting shall be organized by the election of a chair and a secretary.
11B V.S.A. § 11.02 — VT Code / Title 11B / Chapter 11 / Section 11.02
§ 11.02. Limitations on mergers by public benefit corporations
Status: in_force

(a) Without the prior approval of the Superior Court of Washington County in a proceeding of which the Attorney General has been given written notice, a public benefit corporation may merge only with:

(1) another public benefit corporation;

(2) a foreign corporation which would qualify under this title as a public benefit corporation;

(3) a wholly owned foreign or domestic business corporation, provided the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger; or

(4) a business corporation, provided that:

(A) on or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including goodwill) of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under subdivisions 14.05(a)(5) and (6) of this title had it dissolved;

(B) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and

(C) the merger is approved by a majority of directors of the public benefit corporation who are not and will not become shareholders in or officers, employees, agents, or consultants of the business corporation.

(b) At least 20 days before consummation of any merger of a public benefit corporation, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.

(c) Without the prior written consent of the Attorney General or of the Superior Court of Washington County in a proceeding in which the Attorney General has been given notice, when a public benefit corporation merges each member of a public benefit corporation may only receive or keep a membership or memberships in the surviving public benefit corporation, if any.
11 V.S.A. § 835 — VT Code / Title 11 / Chapter 4 / Section 835
§ 835. Court action to appraise shares
Status: in_force

(a) If the disqualified person or the executor or administrator of the estate of a deceased shareholder does not accept the professional corporation's offer under subsection 834(b) of this title within the 30-day period, the disqualified person or the executor or administrator of the estate of a deceased shareholder, during the following 30-day period, may deliver a written notice to the corporation, demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the 60 days following the effective date of its offer notice. If it does not do so, the disqualified person or the executor or administrator of the estate of a deceased shareholder may commence a proceeding against the corporation to determine the fair value of his or her shares.

(b) The corporation, the disqualified person, or the executor or administrator of the estate of a deceased shareholder shall commence the proceeding in the Superior Court of the county where the corporation's principal office or, if none in this State, the corporation's registered office is located. The corporation shall make the disqualified person or the executor or administrator of the estate of a deceased shareholder a party to the proceeding as in an action against the shareholder's shares. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.

(c) The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.

(d) The disqualified person or the estate of a deceased shareholder is entitled to judgment for the fair value of the shareholder's shares determined by the court as of the date of death, disqualification, or transfer, together with interest from that date at a rate found by the court to be fair and equitable.

(e) The court may order the judgment paid in installments determined by the court.
11 V.S.A. § 444 — VT Code / Title 11 / Chapter 1 / Section 444
§ 444. Injunction and receivership
Status: in_force

Upon petition therefor made by the State's Attorney of the county in which such judgment for contempt is rendered, or by the Attorney General, the Superior Court may enjoin a corporation which has been adjudged in contempt under section 443 of this title from further exercising its corporate functions within this State, and if necessary for the protection of the creditors of such corporation, shall appoint a receiver to take possession of the property and estate of such corporation situated within this State. The receiver shall take, hold, administer, and dispose of such property and estate under the orders and directions of such Superior Court. Such court or any presiding judge of the Superior Court may grant a temporary injunction, appoint a temporary receiver, or make such other interlocutory orders or decrees as may be required to carry out the provisions of this section.
11 V.S.A. § 998 — VT Code / Title 11 / Chapter 7 / Section 998
§ 998. Members
Status: in_force

Under the terms and conditions prescribed in its bylaws, a marketing cooperative may admit as members, or issue common stock to, only cooperative marketing associations legally formed under the laws of this State, or persons engaged in the production of the agricultural or handcraft products to be handled by or through the association, including the lessees and tenants of land used therefor, and any lessors and landlords who receive any part of the agricultural or handcraft products produced on the leased premises or of the sale price of such product as rent. Under the terms and conditions prescribed in its bylaws, a consumers' cooperative may admit as members any natural persons, associations, incorporated or unincorporated groups organized on a cooperative basis, or any nonprofit groups. Under the terms and conditions prescribed in its bylaws, a railroad cooperative may admit as members, or issue stock to, any nonprofit organizations, any persons, corporations, or associations who are patrons of its services.
11A V.S.A. § 11.14 — VT Code / Title 11A / Chapter 11 / Section 11.14
§ 11.14. Action on plan of domestication
Status: in_force

(a) A domesticating corporation shall approve a plan of domestication as follows:

(1) if the domesticating corporation is a domestic corporation, in accordance with this chapter and the corporation's organizational documents; provided that:

(A) if its organizational documents do not specify the vote needed to approve domestication, then by the same vote required for a merger under its organizational documents; or

(B) if its organizational documents do not specify the vote required for a merger, then by the number or percentage of shareholders required to approve a merger under this chapter;

(2) if the domesticating corporation is a foreign corporation, as provided in its organizational documents and governing statute.

(b) Subject to any contractual rights, after a domesticating corporation approves a domestication and before it delivers articles of domestication to the Secretary of State for filing, the domesticating corporation may amend the plan or abandon the domestication:

(1) as provided in the plan; or

(2) except as otherwise prohibited by the plan, in the same manner it approved the plan.
11 V.S.A. § 42 — VT Code / Title 11 / Chapter 1 / Section 42
§ 42. Specific purposes
Status: in_force

Subject to the provisions of this title, one or more persons may form a private corporation for the specific purposes and in the manner following:

(1) To operate a regional clearinghouse and a cooperative loan plan, commonly called a central fund, or either, for those banks in the State which become stockholders or members of the corporation. Such corporations may be organized only with the consent of the Commissioner of Financial Regulation, with or without capital stock.

(A) In addition to the powers conferred by this chapter, they shall have:

(i) all the powers necessary or convenient for carrying out the purposes herein set forth, including the power to receive deposits of funds from a member bank and to administer the same, and to require such deposits from all member banks in uniform percentages, but not in excess of three percent, of the total deposits of any one bank;

(ii) to assist member banks when they are temporarily in need of cash or hold investments which cannot readily be liquidated;

(iii) to borrow money and to pledge its assets as security therefor;

(iv) to issue scrip to the extent and with such security and under such regulations as the Commissioner of Financial Regulation, with the consent of the Governor, may approve;

(v) to make loans to member banks and to guarantee the performance of any obligation of a member bank;

(vi) to establish reserves, and to take over from member banks property, securities, or investments for the purpose of managing, liquidating, exchanging, or adjusting the same.

(B) Such corporations shall not be subject to the provisions of 8 V.S.A. chapters 1, 3, 21, 29, and 8 V.S.A. part 3 and 9 V.S.A. chapter 131; but their articles of association and bylaws shall be subject to the approval of the Commissioner of Financial Regulation. They shall only invest their funds in securities approved by the Commissioner of Financial Regulation and shall be subject to inspection and examination by the Commissioner or his or her representative the same as State banks.

(C) Any bank organized under the laws of this State and any national bank in the State, with the approval of the Comptroller of the Currency, may become a stockholder or member of such a corporation under the terms and conditions prescribed in its charter or bylaws. Such bank may subscribe for and hold shares in the capital stock of such a corporation, may make the required deposits hereinabove provided for and to the extent the Commissioner of Financial Regulation may approve, and may invest in and hold debentures or other obligations of such corporation. A director or executive officer of a bank which is a stockholder of such corporation shall be eligible to the office of director of such corporation.

(2) To operate a corporation for the rehabilitation of individuals and families by enabling them to secure subsistence and gainful employment from the soil, from coordinate and affiliated industries and enterprises and otherwise, and to receive and administer money for that purpose which may become available from any source. Such corporations shall have all the powers of corporations organized under this chapter and in addition thereto may loan money and secure the payment thereof by mortgage, pledge, or lien, insure or guarantee any indebtedness incurred by others, and become secured for so doing by mortgage, pledge, or lien. Such corporations shall not be organized for profit, and shall not be subject to taxation, nor shall any stock or indebtedness of such corporations or any evidence thereof be taxable to any holder thereof under any provision of law. The capital stock of such corporations may be with or without par value and the amount thereof, notwithstanding the provisions of this title, may be less than $500.00 and in case the stock has no par value then the number of shares of such stock may be less than ten, representing less than $500.00. The Governor may designate any such corporation as his or her agent or an agency of the State to carry on rehabilitation activities within the State. Such corporations shall not be subject to the provisions of 8 V.S.A. chapters 1, 3, 21, and 29 and 8 V.S.A. part 3 and 9 V.S.A. chapter 131, or to the provisions of section 131 of this title.
11A V.S.A. § 1.23 — VT Code / Title 11A / Chapter 1 / Section 1.23
§ 1.23. Effective time and date of document
Status: in_force

(a) Except as provided in subsection (b) of this section, subsection 1.24(c) of this title, and section 2.03 of this title, a document accepted for filing is effective:

(1) at the date and time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or

(2) at the time specified in the document as its effective time on the date it is filed.

(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed.
11C V.S.A. § 602 — VT Code / Title 11C / Chapter 6 / Section 602
§ 602. Patron and investor member's interests
Status: in_force

(a) Unless the organic rules establish investor members' interests, a member's interest is a patron member's interest.

(b) Unless the organic rules otherwise provide, if a mutual benefit enterprise has investor members, while a person is a member of the enterprise, the person:

(1) if admitted as a patron member, remains a patron member;

(2) if admitted as an investor member, remains an investor member; and

(3) if admitted as a patron member and an investor member remains a patron and an investor member if not dissociated in one of the capacities.
11B V.S.A. § 7.20 — VT Code / Title 11B / Chapter 7 / Section 7.20
§ 7.20. Members' list for meeting
Status: in_force

(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.

(b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of subsection 16.02(c) and section 16.05 of this title, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.

(c) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

(d) If the corporation refuses to allow a member, a member's agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b) of this section), the Superior Court of the county where a corporation's principal office (or if none in this State, its registered office) is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.

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

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

(2) the corporation petitions and the Superior Court declares that the corporation's refusal or failure is in accordance with the law.
11 V.S.A. § 3303 — VT Code / Title 11 / Chapter 22 / Section 3303
§ 3303. Effect of failure to qualify
Status: in_force

(a)(1) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has in effect a statement of foreign qualification.

(2) The successor to a foreign limited liability partnership that transacted business in this State without a statement of foreign qualification in effect 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 liability partnership or its successor or assignee files a statement of foreign qualification.

(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.

(c) A limitation on personal liability of a partner is not waived solely by transacting business in this State without a statement of foreign qualification.

(d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this State.

(e) A foreign limited liability partnership that transacts business in this State without a statement of foreign qualification 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 statement of foreign qualification;

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

(3) other penalties imposed by law.
11 V.S.A. § 840 — VT Code / Title 11 / Chapter 4 / Section 840
§ 840. Directors and officers
Status: in_force

Not fewer than one-half of the directors of a professional corporation and all of its officers, except the secretary and treasurer (if any), must be qualified persons with respect to the corporation, except as provided in section 881 of this title.
11 V.S.A. § 3287 — VT Code / Title 11 / Chapter 22 / Section 3287
§ 3287. Statement of merger
Status: in_force

(a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.

(b) A statement of merger must contain:

(1) the name of each partnership or limited partnership that is a party to the merger;

(2) the name of the surviving entity into which the other partnerships or limited partnerships were merged;

(3) the street address of the surviving entity's chief executive office and of an office in this state, if any; and

(4) whether the surviving entity is a partnership or a limited partnership.

(c) Except as otherwise provided in subsection (d) of this section, for the purposes of section 3222 of this title, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.

(d) For the purposes of section 3222 of this title, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.

(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection 3205(c) of this title, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section.
11C V.S.A. § 510 — VT Code / Title 11C / Chapter 5 / Section 510
§ 510. Quorum of members
Status: in_force

Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members' meeting constitute a quorum.
11B V.S.A. § 8.53 — VT Code / Title 11B / 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 he or she 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. § 5.04 — VT Code / Title 11A / Chapter 5 / Section 5.04
§ 5.04. Service on corporation
Status: in_force

A corporation is subject to the service of process provisions in 11 V.S.A. § 1656.
11B V.S.A. § 6.23 — VT Code / Title 11B / Chapter 6 / Section 6.23
§ 6.23. Member's liability for dues, assessments, and fees
Status: in_force

A member may become liable to the corporation for dues, assessments, or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability.
11 V.S.A. § 821 — VT Code / Title 11 / Chapter 4 / Section 821
§ 821. Purposes
Status: in_force

(a) Except to the extent authorized by subsection (b) of this section, a corporation may elect professional corporation status under section 820 of this title, solely for the purpose of rendering professional services (including services ancillary to them) and solely within a single profession.

(b) A corporation may elect professional corporation status under section 820 of this title for the purpose of rendering professional service within two or more professions, and for the purpose of engaging in any lawful business authorized by 11A V.S.A. § 3.01, to the extent the combination of professional purposes or of professional and business purposes is authorized by the licensing law of this State applicable to each profession in the combination.
11 V.S.A. § 3243 — VT Code / Title 11 / Chapter 22 / Section 3243
§ 3243. Transfer of partner's transferable interest
Status: in_force

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:

(1) is permissible;

(2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and

(3) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.

(b) A transferee of a partner's transferable interest in the partnership has a right:

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

(2) to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(3) to seek under subdivision 3271(6) of this title a judicial determination that it is equitable to wind up the partnership business.

(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.

(d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.

(e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.

(f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
11 V.S.A. § 1597 — VT Code / Title 11 / Chapter 14 / Section 1597
§ 1597. Merger; consolidation
Status: in_force

Cooperative housing corporations shall not engage in mergers or consolidation if such action is undertaken for the purpose of circumventing section 1598, 1602, 1603, 1606, or 1607 of this title.
11A V.S.A. § 16.01 — VT Code / Title 11A / Chapter 16 / Section 16.01
§ 16.01. Corporate powers
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and records of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(d) A corporation shall maintain its records in written form or in another form, including electronic form, capable of conversion into written form within a reasonable time.

(e) A corporation shall keep a copy of the following records at its principal office (or, if none in this State, then the registered office):

(1) its articles or restated articles of incorporation and all amendments to them currently in effect;

(2) its bylaws or restated bylaws and all amendments to them currently in effect;

(3) resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;

(4) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting;

(5) all written or electronic communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 16.20 of this title;

(6) a list of the names and business addresses of its current directors and officers; and

(7) its most recent annual report delivered to the Secretary of State under section 16.22 of this title.
11C V.S.A. § 818 — VT Code / Title 11C / Chapter 8 / Section 818
§ 818. Standards of conduct and liability
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 that 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 enterprise.

(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 enterprise 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 if the director reasonably believes the committee merits confidence.

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

(d) A director is not liable for any action taken as a director or any failure to take any action if the director performed the duties of his or her office in compliance with this section.
11B V.S.A. § 10.04 — VT Code / Title 11B / Chapter 10 / Section 10.04
§ 10.04. 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 articles 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 articles 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 the memberships of that class; or

(6) authorize a new class of memberships.

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

(d) If a class vote is required to approve an amendment to the articles, 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.

(e) 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.
11 V.S.A. § 3472 — VT Code / Title 11 / Chapter 23 / Section 3472
§ 3472. Judicial dissolution
Status: in_force

On application by or for a partner the Superior Court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. Venue for such a proceeding lies in the county where the partnership's principal office is or was located.
11C V.S.A. § 1202 — VT Code / Title 11C / Chapter 12 / Section 1202
§ 1202. Nonjudicial dissolution
Status: in_force

Except as otherwise provided in sections 1203 and 1211 of this title, a mutual benefit enterprise is dissolved and its activities shall be wound up:

(1) upon the occurrence of an event or at a time specified in the articles of organization;

(2) upon the action of the enterprise's organizers, board of directors, or members under section 1204 or 1205 of this title; or

(3) 90 days after the dissociation of a member, which results in the enterprise having one patron member and no other members, unless the enterprise:

(A) has a sole member that is a cooperative; or

(B) not later than the end of the 90-day period, admits at least one member in accordance with the organic rules and has at least two members, at least one of which is a patron member.
11A V.S.A. § 8.58 — VT Code / Title 11A / Chapter 8 / Section 8.58
§ 8.58. Application of subchapter
Status: in_force

(a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this subchapter. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.

(b) This subchapter does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
11C V.S.A. § 107 — VT Code / Title 11C / Chapter 1 / Section 107
§ 107. Governing law
Status: in_force

The law of this State governs:

(1) the internal affairs of a mutual benefit enterprise; and

(2) the liability of a member as member and a director as director for the debts, obligations, or other liabilities of a mutual benefit enterprise.
11 V.S.A. § 928 — VT Code / Title 11 / Chapter 5 / Section 928
§ 928. Issuance; rights of holders; liquidations; actions
Status: in_force

A corporation authorized to issue scrip may issue the same to such persons, including corporations and municipalities, as assign to it securities enumerated in section 926 of this title, subject, however, to such limitations as are imposed by this chapter or any rules and regulations lawfully prescribed thereunder. All persons accepting such scrip shall take the same subject to the right of the State by statute or by rules, regulations, and orders of the Commissioner to regulate, control, and modify the rights and obligations under and with respect to such scrip for the equal protection of all holders and the public welfare or safety. Included within the foregoing shall be the power to provide for liquidation and distribution of the security for such scrip, to fix maturity dates, and to provide for actions and limitations thereon with respect to the same.
11C V.S.A. § 1606 — VT Code / Title 11C / Chapter 16 / Section 1606
§ 1606. Merger
Status: in_force

(a) One or more mutual benefit enterprises may merge with one or more other entities pursuant to this article and a plan of merger if:

(1) the governing statute of each of the other entities authorizes the merger;

(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and

(3) each of the other entities complies with its governing statute in effecting the merger.

(b) A plan of merger shall be in a record and shall include:

(1) the name and form of each constituent entity;

(2) the name and form of the surviving entity and, if the surviving entity is to be created by the merger, a statement to that effect;

(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent entity into any combination of money, interests in the surviving entity, and other consideration;

(4) if the surviving entity is to be created by the merger, the surviving entity's organizational documents;

(5) if the surviving entity is not to be created by the merger, any amendments to be made by the merger to the surviving entity's organizational documents; and

(6) if a member of a constituent mutual benefit enterprise will have personal liability with respect to a surviving entity, the identity of the member by descriptive class or other reasonable manner.
11A V.S.A. § 7.04 — VT Code / Title 11A / Chapter 7 / Section 7.04
§ 7.04. Action without meeting
Status: in_force

(a) Unless the articles of incorporation preclude the taking of action required or permitted by this title without a shareholders' meeting, action required or permitted by this title to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. Each action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filed with the corporate records. For purposes of this section, consent evidenced by electronic communications or an electronic record is written consent.

(b) If the articles of incorporation contain specific authority to do so, action required or permitted by this title to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by the holders of at least a majority of all of the shares entitled to vote on the action, and if each shareholder is given prior notice of the action proposed to be taken. Each action must be evidenced by one or more written consents describing the action taken, signed by the holders of at least a majority of all the shares and delivered to the corporation for inclusion in the minutes or filed with the corporate records. Prompt notice of any action taken by less than unanimous written consent in lieu of a meeting shall be given to all shareholders entitled to vote on such action under this title.

(c) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a) of this section.

(d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
11 V.S.A. § 3312 — VT Code / Title 11 / Chapter 22 / Section 3312
§ 3312. Applicability
Status: in_force

(a) Before January 1, 1999, this chapter governs only a partnership formed:

(1) after the effective date of this chapter, except a partnership that is continuing the business of a dissolved partnership under section 1333 of this title; and

(2) before the effective date of this chapter, that elects, as provided by subsection (c) of this section, to be governed by this chapter.

(b) On and after January 1, 1999, this chapter governs all partnerships.

(c) Before January 1, 1999, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year before the partnership's election to be governed by this chapter, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
11 V.S.A. § 830 — VT Code / Title 11 / Chapter 4 / Section 830
§ 830. Issuance of shares
Status: in_force

(a) Except as provided in section 881 of this title, a professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to:

(1) individuals who are authorized by law to render a professional service described in the corporation's articles of incorporation;

(2) an employee stock ownership plan as defined in section 4975(e)(7) of the Internal Revenue Code, if a majority of the voting trustees of the plan are professionals licensed to furnish the pertinent professional services, and the professional corporation's articles of incorporation or bylaws prohibit the direct issuance of ownership interests to anyone other than professionals licensed to furnish the pertinent professional services; or

(3) general partnerships in which all the partners are qualified persons with respect to the professional corporation, and in which at least one partner is authorized by law in this State to render a professional service described in the corporation's articles of incorporation.

(b) If a licensing authority with jurisdiction over a professional corporation considers it necessary to prevent violation of the ethical standards of the profession, the authority may, by rule, restrict or condition, or revoke in part, the authority of a professional corporation, subject to its jurisdiction, to issue shares. A rule promulgated under this section does not, of itself, make a shareholder of a professional corporation, at the time the rule becomes effective, a disqualified person.

(c) Shares issued in violation of this section or a rule promulgated under this section are void.
11B V.S.A. § 1.02 — VT Code / Title 11B / Chapter 1 / Section 1.02
§ 1.02. Reservation of power
Status: repealed

Nothing contained in this title shall give the right to impair the obligation of any charter, or any amendment thereof, granted or made prior to November 19, 1851; nor shall the General Assembly enact any law that would so affect any charter or amendment passed prior to such date. Subject to the foregoing restriction, any act creating, continuing, altering, or renewing a corporation or body politic may be repealed by the General Assembly, as the public good requires; and any such act may be altered or amended by the General Assembly, as the public good requires, if within the exception specified in Vermont Constitution chapter II section 69.
11 V.S.A. § 4042 — VT Code / Title 11 / Chapter 25 / Section 4042
§ 4042. Liability of members and managers
Status: in_force

(a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise:

(1) are solely the debts, obligations, or other liabilities of the company; and

(2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or the manager acting as a manager.

(b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its power or management of its activities is not a ground for imposing liability on a member or manager for the debts, obligations, or other liabilities of the company.
11 V.S.A. § 1030 — VT Code / Title 11 / Chapter 7 / Section 1030
§ 1030. Conspiracies or combinations in restraint of trade
Status: in_force

An association organized under this subchapter and complying with the terms hereof shall not be deemed to be a conspiracy or a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition, or to fix prices arbitrarily. The marketing contracts and agreements between the association and its members and any agreements authorized in this subchapter shall not be deemed illegal as such or in unlawful restraint of trade or as a part of a conspiracy or combination to accomplish an improper or illegal purpose.
11 V.S.A. § 3502 — VT Code / Title 11 / Chapter 23 / Section 3502
§ 3502. Rules for cases not provided for in this chapter
Status: in_force

In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern.
11C V.S.A. § 203 — VT Code / Title 11C / Chapter 2 / Section 203
§ 203. Delivery to and filing of records by Secretary of State; effective time and date
Status: in_force

(a) A record authorized or required by this title to be delivered to the Secretary of State for filing shall be captioned to describe the record's purpose, be in a medium and format permitted by the Secretary of State, and be delivered to the Secretary of State. If the filing fees have been paid and unless the Secretary of State determines that the record does not comply with the filing requirements, the Secretary of State shall file the record and send a copy of the filed record to the person on whose behalf the record was filed.

(b) The Secretary of State, upon request and payment of the required fee, shall furnish a certified copy of any record filed by the Secretary of State under this title to the person making the request.

(c) Except as otherwise provided in sections 118 and 204 of this title, a record delivered to the Secretary of State for filing under this title may specify an effective time and a delayed effective date that may include an effective time on that date. Except as otherwise provided in sections 118 and 204 of this title, a record filed by the Secretary of State under this title is effective:

(1) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record;

(2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;

(3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:

(A) the specified date; or

(B) the 90th day after the record is filed; or

(4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:

(A) the specified date; or

(B) the 90th day after the record is filed.
11 V.S.A. § 1607 — VT Code / Title 11 / Chapter 14 / Section 1607
§ 1607. Nondiscrimination
Status: in_force

The provisions of 9 V.S.A. chapter 139 shall apply to all cooperative housing corporations in the State.
11C V.S.A. § 1703 — VT Code / Title 11C / Chapter 17 / Section 1703
§ 1703. Savings clause
Status: in_force

This title does not affect an action or proceeding commenced, or right accrued, before the effective date.
11 V.S.A. § 1591 — VT Code / Title 11 / Chapter 14 / Section 1591
§ 1591. Membership
Status: in_force

(a) A cooperative housing corporation shall be organized on a membership basis with capital stock.

(b) A cooperative housing corporation shall have one class of stock and, therefore, one class of members, all of whom must be residents except as provided in subdivision 1599(1) of this title. The designation, qualifications, requirements, method of acceptance, and incidents of membership shall be set forth in the articles of incorporation or the bylaws.

(c) No member may transfer the member's membership except as permitted in the articles of incorporation or the bylaws.

(d) The bylaws may provide for termination of membership and the conditions and terms thereof.
11B V.S.A. § 8.41 — VT Code / Title 11B / Chapter 8 / Section 8.41
§ 8.41. Duties and authority of officers
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws. In addition, each officer, to the extent consistent with the bylaws, has the authority and shall perform the duties prescribed in a resolution of the board. The board may authorize an officer, pursuant to a resolution of the board and to the extent consistent with the bylaws, to prescribe the duties and authority of other officers.
11B V.S.A. § 8.10 — VT Code / Title 11B / Chapter 8 / Section 8.10
§ 8.10. Removal of directors by judicial proceeding
Status: in_force

(a)(1) The Superior Court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or the Attorney General in the case of a public benefit corporation if the court finds that:

(A) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, that the provisions of section 8.13 of this title have been violated, or a final judgment has been entered finding that the director has violated a duty set forth in sections 8.30 through 8.33 of this title; 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 Superior Court of Washington County 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 serving on the board for a period prescribed by the court.

(c) If members or the Attorney General commence a proceeding under subsection (a) of this section, the corporation shall be made a party defendant.

(d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the Attorney General written notice of the proceeding.
11 V.S.A. § 4024 — VT Code / Title 11 / Chapter 25 / Section 4024
§ 4024. Amendment or restatement of articles of organization
Status: in_force

(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the Secretary of State for filing. The articles of amendment shall set forth the:

(1) name of the limited liability company;

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

(3) amendment to the articles.

(b) The articles of organization of a limited liability company may be amended at any time but shall be amended if:

(1) there is a change in the name of the company;

(2) there is a change in any other matter set forth in the articles of organization under subsection 4023(b) of this title; or

(3) the articles of organization contain a false or erroneous statement.

(c) A limited liability company may restate its articles of organization at any time. Restated articles of organization shall be signed and filed in the same manner as articles of amendment. Restated articles of organization shall be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization.
11A V.S.A. § 20.15 — VT Code / Title 11A / Chapter 20 / Section 20.15
§ 20.15. Judicial dissolution
Status: in_force

(a) The Superior Court of the county in which the registered office of the corporation is located may entertain a petition of any shareholder for involuntary dissolution of any close corporation pursuant to sections 14.30-14.33 of this title.

(b) Any one or more shareholders desiring to continue the business of a close corporation may avoid the dissolution of the corporation or the appointment of a trustee or receiver under this section by electing in a written instrument filed in the proceeding to purchase the shares of stock owned by the petitioner at a price equal to their fair value. If a shareholder or shareholders making such election are unable to reach an agreement with the petitioner as to the fair value of the petitioner's shares within 30 days after the filing of such election, the court shall, upon said electing shareholders giving bond or other security in an amount fixed by the court, stay the proceeding and proceed to determine the fair value of such shares as of the close of the business on the day on which the petition for dissolution was filed. Upon determining the fair value of such shares, the court shall set forth in its order directing that the shares be purchased, the purchase price and the time within which the payment shall be made, and may decree such other terms and conditions of sale as it determines to be appropriate, including payment of the purchase price in installments over a period of time and the allocation of shares among shareholders electing to purchase them. The petitioner shall be entitled to interest at the legal rate on the purchase price of the petitioner's shares from the date of the filing of the election for a determination of fair value and all other rights of the petitioner as an owner of the shares shall terminate at such date. Upon full payment of the purchase price, under the terms and conditions specified by the court, or at such other time as may be ordered by the court, the petitioner shall surrender the shares of stock to the purchasing shareholder or shareholders.
11B V.S.A. § 7.04 — VT Code / Title 11B / Chapter 7 / Section 7.04
§ 7.04. Action by written consent
Status: in_force

(a) Unless the articles of incorporation preclude the taking of action required or permitted by this title without a members' meeting, action required or permitted by this title to be taken at a members' meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. Each action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filed with the corporate records.

(b) If the articles of incorporation contain specific authority to do so, action required or permitted by this title to be taken at a members' meeting may be taken without a meeting if the action is taken by the holders of at least a majority of all of the members entitled to vote on the action, and if each member is given prior notice of the action proposed to be taken. Each action must be evidenced by one or more written consents describing the action taken, signed by at least a majority of all the members entitled to vote and delivered to the corporation for inclusion in the minutes or filed with the corporate records. Prompt notice of any action taken by less than unanimous written consent in lieu of a meeting shall be given to all shareholders entitled to vote on such action under this title.

(c) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section.

(d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

(e) For purposes of this section, written consent may be evidenced by an electronic communication or an electronic record.
11C V.S.A. § 822 — VT Code / Title 11C / Chapter 8 / Section 822
§ 822. Appointment and authority of officers
Status: in_force

(a) A mutual benefit enterprise has the officers:

(1) provided in the organic rules; or

(2) established by the board of directors in a manner not inconsistent with the organic rules.

(b) The organic rules may designate or, if the rules do not designate, the board of directors shall designate one of the enterprise's officers for preparing all records required by section 114 of this title and for the authentication of records.

(c) Unless the organic rules otherwise provide, the board of directors shall appoint the officers of the mutual benefit enterprise.

(d) Officers of a mutual benefit enterprise shall perform the duties the organic rules prescribe or as authorized by the board of directors not in a manner inconsistent with the organic rules.

(e) The election or appointment of an officer of a mutual benefit enterprise does not of itself create a contract between the enterprise and the officer.

(f) Unless the organic rules otherwise provide, an individual may simultaneously hold more than one office in a mutual benefit enterprise.
11C V.S.A. § 1609 — VT Code / Title 11C / Chapter 16 / Section 1609
§ 1609. Filings required for merger; effective date
Status: in_force

(a) After each constituent entity has approved a merger, articles of merger shall be signed on behalf of each constituent entity by an authorized representative.

(b) The articles of merger shall include:

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

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

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

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

(A) will be a mutual benefit enterprise, the mutual benefit enterprise's articles of organization; or

(B) will be an entity other than a mutual benefit enterprise, the organizational document that creates the entity;

(5) if the surviving entity is not created by the merger, any amendments provided for in the plan of merger to the organizational document that created the entity;

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

(7) if the surviving entity is a foreign organization not authorized to transact business in this State, the street address and, if different, mailing address of an office which the Secretary of State may use for the purposes of section 120 of this title; and

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

(c) Each mutual benefit enterprise that is a party to a merger shall deliver the articles of merger to the Secretary of State for filing.

(d) A merger becomes effective under this article:

(1) if the surviving entity is a mutual benefit enterprise, upon the latter of:

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

(B) subject to subsection 203(c) of this title, as specified in the articles of merger; or

(2) if the surviving entity is not a mutual benefit enterprise, as provided by the governing statute of the surviving entity.
11 V.S.A. § 3431 — VT Code / Title 11 / Chapter 23 / Section 3431
§ 3431. Admission of additional general partners
Status: in_force

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
11 V.S.A. § 991 — VT Code / Title 11 / Chapter 7 / Section 991
§ 991. Definitions
Status: in_force

As used in this subchapter, unless the context or subject matter otherwise requires:

(1) “Agricultural products” includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and any farm products.

(2) “Association” means any nonprofit cooperative association organized under this chapter.

(3) “Associations” organized hereunder means nonprofit cooperative associations.

(4) “Consumers' cooperative” means an association organized under this chapter for the acquisition and distribution for the benefit of ultimate consumers of property, goods, commodities, or services.

(5) “Handcraft product” means any product fashioned primarily by hand with the final form and its characteristics shaped by hand and produced in the home or a small craft center by the artisan or craftsman in a skilled or artistic process rather than in an assembly line technique.

(6) “Marketing cooperative” means an association organized under this chapter for the marketing of agricultural or handcraft products.

(7) “Member” includes actual members of associations without capital stock and holders of common stock in associations organized with capital stock.

(8) “Person” includes individuals, firms, partnerships, corporations, and associations.

(9) “Railroad cooperative” means any association organized under this chapter for the organization, acquisition, and operation of a general transportation business by railroad, including truck, bus, air, and water transportation subsidiaries of the railroad.
11 V.S.A. § 1586 — VT Code / Title 11 / Chapter 14 / Section 1586
§ 1586. Property classification of cooperative interest
Status: in_force

(a) A cooperative interest is personal property.

(b) The possessory interest evidenced by a proprietary lease is a part of and may not be severed from a cooperative interest.
11A V.S.A. § 2.04 — VT Code / Title 11A / Chapter 2 / Section 2.04
§ 2.04. Liability for preincorporation transactions
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for all liabilities created while so acting.
11C V.S.A. § 113 — VT Code / Title 11C / Chapter 1 / Section 113
§ 113. Effect of organic rules
Status: in_force

(a) The relations between a mutual benefit enterprise and its members are consensual. Unless required, limited, or prohibited by this title, the organic rules may provide for any matter concerning the relations among the members of the enterprise and between the members and the enterprise, the activities of the enterprise, and the conduct of its activities.

(b) The matters referred to in subdivisions (1) through (12) of this subsection may be varied only in the articles of organization. The articles may:

(1) state a term of existence for the enterprise under subsection 105(c) of this title;

(2) limit or eliminate the acceptance of new or additional members by the initial board of directors under subsection 303(b) of this title;

(3) vary the limitations on the obligations and liability of members for enterprise obligations under section 504 of this title;

(4) require a notice of an annual members' meeting to state a purpose of the meeting under subsection 508(b) of this title;

(5) vary the board of directors meeting quorum under subsection 815(a) of this title;

(6) vary the matters the board of directors may consider in making a decision under section 820 of this title;

(7) specify causes of dissolution under subdivision 1202(1) of this title;

(8) delegate amendment of the bylaws to the board of directors pursuant to subsection 405(f) of this title;

(9) provide for member approval of asset dispositions under section 1501 of this title;

(10) subject to section 820 of this title, provide for the elimination or limitation of liability of a director to the enterprise or its members for money damages pursuant to section 818 of this title;

(11) provide for permitting or making obligatory indemnification under subsection 901(a) of this title; and

(12) provide for any matters that may be contained in the organic rules, including those under subsection (c) of this section.

(c) The matters referred to in subdivisions (1) through (25) of this subsection may be varied only in the organic rules. The organic rules may:

(1) require more information to be maintained under section 114 of this title or provided to members under subsection 505(k) of this title;

(2) provide restrictions on transactions between a member and an enterprise under section 115 of this title;

(3) provide for the percentage and manner of voting on amendments to the organic rules by district, class, or voting group under subsection 404(a) of this title;

(4) provide for the percentage vote required to amend the bylaws concerning the admission of new members under subdivision 405(e)(5) of this title;

(5) provide for terms and conditions to become a member under section 502 of this title;

(6) restrict the manner of conducting members' meetings under subsections 506(c) and 507(e) of this title;

(7) designate the presiding officer of members' meetings under subsections 506(e) and 507(g) of this title;

(8) require a statement of purpose in the annual meeting notice under subsection 508(b) of this title;

(9) increase quorum requirements for members' meetings under section 510 of this title and board of directors meetings under section 815 of this title;

(10) allocate voting power among members, including patron members and investor members, and provide for the manner of member voting and action as permitted by sections 511 through 517 of this title;

(11) authorize investor members and expand or restrict the transferability of members' interests to the extent provided in sections 602 through 604 of this title;

(12) provide for enforcement of a marketing contract under subsection 704(a) of this title;

(13) provide for qualification, election, terms, removal, filling vacancies, and member approval for compensation of directors in accordance with sections 803 through 805, 807, 809, and 810 of this title;

(14) restrict the manner of conducting board meetings and taking action without a meeting under sections 811 and 812 of this title;

(15) provide for frequency, location, notice, and waivers of notice for board meetings under sections 813 and 814 of this title;

(16) increase the percentage of votes necessary for board action under subsection 816(b) of this title;

(17) provide for the creation of committees of the board of directors and matters related to the committees in accordance with section 817 of this title;

(18) provide for officers and their appointment, designation, and authority under section 822 of this title;

(19) provide for forms and values of contributions under section 1002 of this title;

(20) provide for remedies for failure to make a contribution under subsection 1003(b) of this title;

(21) provide for the allocation of profits and losses of the enterprise, distributions, and the redemption or repurchase of distributed property other than money in accordance with sections 1004 through 1007 of this title;

(22) specify when a member's dissociation is wrongful and the liability incurred by the dissociating member for damage to the enterprise under subsections 1101(b) and (c) of this title;

(23) provide the personal representative or other legal representative of a deceased member or a member adjudged incompetent with additional rights under section 1103 of this title;

(24) increase the percentage of votes required for board of director approval of:

(A) a resolution to dissolve under subdivision 1205(a)(1) of this title;

(B) a proposed amendment to the organic rules under subdivision 402(a)(1) of this title;

(C) a plan of conversion under subsection 1603(a) of this title;

(D) a plan of merger under subsection 1607(a) of this title; and

(E) a proposed disposition of assets under subsection 1503(1) of this title; and

(25) vary the percentage of votes required for members' approval of:

(A) a resolution to dissolve under section 1205 of this title;

(B) an amendment to the organic rules under section 405 of this title;

(C) a plan of conversion under section 1603 of this title;

(D) a plan of merger under section 1608 of this title; and

(E) a disposition of assets under section 1504 of this title.

(d) The organic rules shall address members' contributions pursuant to section 1001 of this title.
11C V.S.A. § 511 — VT Code / Title 11C / Chapter 5 / Section 511
§ 511. Voting by patron members
Status: in_force

Except as provided by subsection 512(a) of this title, each patron member has one vote. The organic rules may allocate voting power among patron members as provided in subsection 512(a) of this title.
11A V.S.A. § 7.28 — VT Code / Title 11A / Chapter 7 / Section 7.28
§ 7.28. Voting for directors; cumulative voting
Status: in_force

(a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.

(c) A statement included in the articles of incorporation that “(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors” (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:

(1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or

(2) a shareholder who has the right to cumulate his or her votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
11B V.S.A. § 11.03 — VT Code / Title 11B / Chapter 11 / Section 11.03
§ 11.03. Action on plan by board, members and third persons
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, a plan of merger to be adopted must be 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; 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 for an amendment to the articles or bylaws.

(b) If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger 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 the proposed merger.

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

(d) If the board seeks to have the plan 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 the plan of merger and contain or be accompanied by a copy of the plan and any summary of the plan. The copy and any summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy and any summary of the plan for members of the disappearing corporation shall include a copy of the articles and bylaws which will be in effect immediately after the merger takes effect.

(e) If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy and any summary of the plan. The copy and any summary of the plan for members of the surviving corporation shall include any provision, that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy and any summary of the plan for members of the disappearing corporation shall include a copy of the articles and bylaws which will be in effect immediately after the merger takes effect.

(f) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under section 10.04 or 10.22 of this title. The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(g) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned (subject to any contractual rights) without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.
11B V.S.A. § 16.02 — VT Code / Title 11B / Chapter 16 / Section 16.02
§ 16.02. Inspection of records by members
Status: in_force

(a) Subject to subsection 16.03(c) of this title, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in subsection 16.01(e) of this title if the member gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy.

(b) A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:

(1) excerpts from any records required to be maintained under subsection 16.01(a) of this title, to the extent not subject to inspection under subsection 16.02(a) of this title;

(2) accounting records of the corporation; and

(3) subject to section 16.05 of this title, the membership list.

(c) A member may inspect and copy the records identified in subsection (b) of this section only if:

(1) the member's demand is made in good faith and for a proper purpose;

(2) the member describes with reasonable particularity the purpose and the records the member desires to inspect; and

(3) the records are directly connected with this purpose.

(d) This section does not affect:

(1) the right of a member to inspect records under section 7.20 of this title or, if the member is in litigation with the corporation, to the same extent as any other litigant; or

(2) the power of a court, independently of this title, to compel the production of corporate records for examination.
11 V.S.A. § 3214 — VT Code / Title 11 / Chapter 22 / Section 3214
§ 3214. When property is partnership property
Status: in_force

(a) Property is partnership property if acquired in the name of:

(1) the partnership; or

(2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

(b) Property is acquired in the name of the partnership by a transfer to:

(1) the partnership in its name; or

(2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
11A V.S.A. § 13.28 — VT Code / Title 11A / Chapter 13 / Section 13.28
§ 13.28. Procedure if shareholder dissatisfied with payment or offer
Status: in_force

(a) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate (less any payment under section 13.25 of this title), or reject the corporation's offer under section 13.27 of this title and demand payment of the fair value of his or her shares and interest due, if:

(1) the dissenter believes that the amount paid under section 13.25 or offered under section 13.27 is less than the fair value of his or her shares or that the interest due is incorrectly calculated;

(2) the corporation fails to make payment under section 13.25 within 60 days after the date set for demanding payment; or

(3) the corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment.

(b) A dissenter waives his or her right to demand payment under this section unless he or she notifies the corporation of his or her demand in writing under subsection (a) of this section within 30 days after the corporation made or offered payment for his or her shares.
11 V.S.A. § 1592 — VT Code / Title 11 / Chapter 14 / Section 1592
§ 1592. Bylaws; minimum requirements
Status: in_force

The bylaws of a cooperative housing corporation shall contain procedures under which the cooperative housing corporation's possessory remedy shall be pursued in the event of a member's default and the rights of the defaulting member, in accordance with subdivision 1599(3) of this title.
11 V.S.A. § 804 — VT Code / Title 11 / Chapter 3 / Section 804
§ 804. Purpose for which incorporated
Status: in_force

A professional corporation may be organized pursuant to the provisions of this chapter only for the purpose of rendering one specific type of professional service and services ancillary thereto and shall not engage in any other business than rendering the professional service which it was organized to render and services ancillary thereto; provided, however, that a professional corporation may own real and personal property necessary or appropriate for rendering the type of professional services which it was organized to render and may make such investment of its funds as is applicable for other corporations. (1963, No. 218, § 5, eff. July 3, 1963.)
11C V.S.A. § 304 — VT Code / Title 11C / Chapter 3 / Section 304
§ 304. Bylaws
Status: in_force

(a) Bylaws shall be in a record and, if not stated in the articles of organization, shall include:

(1) a statement of the capital structure of the mutual benefit enterprise, including:

(A) the classes or other types of members' interests and relative rights, preferences, and restrictions granted to or imposed upon each class or other type of member's interest; and

(B) the rights to share in profits or distributions of the enterprise;

(2) a statement of the method for admission of members;

(3) a statement designating voting and other governance rights, including which members have voting power and any restriction on voting power;

(4) a statement that a member's interest is transferable if it is to be transferable and a statement of the conditions upon which it may be transferred;

(5) a statement concerning the manner in which profits and losses are allocated and distributions are made among patron members and, if investor members are authorized, the manner in which profits and losses are allocated and how distributions are made among investor members and between patron members and investor members;

(6) a statement concerning:

(A) whether persons who are not members but who conduct business with the enterprise may be permitted to share in allocations of profits and losses and receive distributions; and

(B) the manner in which profits and losses are allocated and distributions are made with respect to those persons; and

(7) a statement of the number and terms of directors or the method by which the number and terms are determined.

(b) Subject to subsection 113(c) of this title and the articles of organization, bylaws may contain any other provision for managing and regulating the affairs of the enterprise.

(c) In addition to amendments permitted under article 4 of this title, the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members.
11C V.S.A. § 909 — VT Code / Title 11C / Chapter 9 / Section 909
§ 909. Application of article
Status: in_force

(a) A provision treating an enterprise's indemnification of or advance for expenses to directors that is contained in its articles of organization, bylaws, a resolution of its members or board of directors, or in a contract or otherwise is valid only if and to the extent the provision is consistent with this article. If articles of organization limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.

(b) This article does not limit an enterprise's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
11B V.S.A. § 15.01 — VT Code / Title 11B / Chapter 15 / Section 15.01
§ 15.01. Authority to transact business required
Status: in_force

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

(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

(8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

(9) owning, without more, real or personal property;

(10) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;

(11) transacting business in interstate commerce.
11C V.S.A. § 1401 — VT Code / Title 11C / Chapter 14 / Section 1401
§ 1401. Governing law
Status: in_force

(a) The law of the State or other jurisdiction under which a foreign enterprise is organized governs relations among the members of the foreign enterprise and between the members and the foreign enterprise.

(b) A foreign enterprise may not be denied a certificate of authority because of any difference between the law of the jurisdiction under which the foreign enterprise is organized and the law of this State.

(c) A certificate of authority does not authorize a foreign enterprise to engage in any activity or exercise any power that a mutual benefit enterprise may not engage in or exercise in this State.
11B V.S.A. § 8.20 — VT Code / Title 11B / Chapter 8 / Section 8.20
§ 8.20. Regular and special meetings
Status: in_force

(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.

(b) A board of directors may hold regular or special meetings in or outside this State.

(c) Unless the articles of incorporation or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, including an electronic, telecommunications, and video- or audio-conferencing conference telephone call, by which all directors participating may simultaneously or sequentially communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
11 V.S.A. § 3461 — VT Code / Title 11 / Chapter 23 / Section 3461
§ 3461. Nature of partnership interest
Status: in_force

A partnership interest is personal property.
11 V.S.A. § 1475 — VT Code / Title 11 / Chapter 13 / Section 1475
§ 1475. Sale of pews for nonpayment
Status: in_force

When the owner or occupant of a pew so assessed does not pay the assessment to the person authorized by the meeting to collect the same, upon three weeks' notice and demand made after the completion of the repairs, which notice and demand shall be made either in person or by publishing the same for three weeks successively in some daily or weekly newspaper of general circulation in the town where such house of public worship is situated, such collector may sell the pew of such delinquent person at public auction to the highest bidder, upon giving notice thereof as is provided in section 1471 of this title. The balance of the proceeds arising from the sale, if any, after the payment of assessments, expenses of advertising, and fees equal to those allowed by law for the collection of an execution, shall be paid to the owner of the pew so sold.
11B V.S.A. § 11.07 — VT Code / Title 11B / Chapter 11 / Section 11.07
§ 11.07. Bequests, devises, and gifts
Status: in_force

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
11B V.S.A. § 7.08 — VT Code / Title 11B / Chapter 7 / Section 7.08
§ 7.08. Action by written ballot
Status: in_force

(a) Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter; provided, however, that action taken by ballot may not be a substitute for the holding of an annual or special meeting.

(b) A written ballot shall:

(1) set forth each proposed action; and

(2) provide an opportunity to vote for or against each proposed action.

(c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(d) All solicitations for votes by written ballot shall:

(1) indicate the number of responses needed to meet the quorum requirements;

(2) state the percentage of approvals necessary to approve each matter other than election of directors; and

(3) specify the time by which a ballot must be received by the corporation in order to be counted.

(e) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
11A V.S.A. § 8.21 — VT Code / Title 11A / Chapter 8 / Section 8.21
§ 8.21. Action without meeting
Status: in_force

(a) Unless the articles of incorporation or bylaws preclude the taking of action required or permitted by this title without a meeting of the board of directors, action required or permitted by this title to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. Each action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
11C V.S.A. § 819 — VT Code / Title 11C / Chapter 8 / Section 819
§ 819. Definitions
Status: in_force

For purposes of this section and sections 819a through 819c of this title:

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

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

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

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

(A) was a party to; or

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

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

(3) “Fair to the enterprise” means, for purposes of subdivision 819a(b)(3) of this title, that the transaction as a whole was beneficial to the enterprise, taking into appropriate account whether it was:

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

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

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

(5) “Related person” means:

(A) the director's spouse;

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

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

(D) an entity, other than the enterprise or an entity controlled by the enterprise, controlled by the director or any person specified in this subdivision (5);

(E) a domestic or foreign:

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

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

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

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

(6) “Relevant time” means:

(A) the time at which the directors' action respecting the transaction is taken in compliance with section 819b of this title; or

(B) if the transaction is not brought before the board of directors of the enterprise or its committee for action under section 819b of this title, at the time the enterprise or an entity controlled by the enterprise becomes legally obligated to consummate the transaction.

(7) “Required disclosure” means disclosure of:

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

(B) all facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.
11B V.S.A. § 1.25 — VT Code / Title 11B / Chapter 1 / Section 1.25
§ 1.25. Filing duty of Secretary of State
Status: in_force

(a) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of section 1.20 of this title, the Secretary of State shall file it.

(b) The Secretary of State files a document by recording it as “Filed,” together with the Secretary of State's name and official title on the date and the time of receipt, on both the document and on the record of the receipt for the filing fee. After filing a document, except as provided in sections 5.03 and 15.10 of this title, the Secretary of State shall deliver a copy of the document to the domestic or foreign corporation or its representative.

(c) Upon refusing to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal.

(d) The Secretary of State's duty to file documents under this section is ministerial. Filing or refusal to file a document does not:

(1) affect the validity or invalidity of the document in whole or in part;

(2) relate to the correctness or incorrectness of information contained in the document; or

(3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
11 V.S.A. § 832 — VT Code / Title 11 / Chapter 4 / Section 832
§ 832. Share transfer restriction
Status: in_force

(a) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options for the purchase of shares of the corporation only to individuals, and general partnerships qualified under section 830 of this title to be issued shares.

(b) A transfer of shares made in violation of subsection (a) of this section, except one made by operation of law or court judgment, is void.
11 V.S.A. § 3232 — VT Code / Title 11 / Chapter 22 / Section 3232
§ 3232. Distributions in kind
Status: in_force

A partner has no right to receive, and may not be required to accept, a distribution in kind.
11 V.S.A. § 4154 — VT Code / Title 11 / Chapter 25 / Section 4154
§ 4154. Filings required for domestication; effective date
Status: in_force

(a) After a plan of domestication is approved, a domesticating company shall deliver to the Secretary of State for filing articles of domestication, which shall include:

(1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction;

(2) the name of the domesticating company and the jurisdiction of its governing statute;

(3) the name of the domesticated company and the jurisdiction of its governing statute;

(4) the date the domestication is effective under the governing statute of the domesticated company;

(5) if the domesticating company was a limited liability company, a statement that the domestication was approved as required by this title;

(6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and

(7) if the domesticated company was a foreign limited liability company 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 4155(b) of this title.

(b) A domestication becomes effective:

(1) when the certificate of organization takes effect, if the domesticated company is a limited liability company; and

(2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.
11A V.S.A. § 11.05 — VT Code / Title 11A / Chapter 11 / Section 11.05
§ 11.05. Amendment or abandonment of plan of conversion
Status: in_force

(a) A domestic corporation may amend a plan of conversion:

(1) in the same manner the corporation approved the plan, if the plan does not specify how to amend the plan; or

(2) by its directors and shareholders as provided in the plan, but a shareholder who was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to an amendment of the plan that will change:

(A) the amount or kind of consideration the shareholder may receive under the plan;

(B) the public organizational documents, if any, or private organizational documents of the converted organization in effect after the conversion, except for a change that the interest holders of the converted organization are not required to approve under its governing statute or organizational documents; or

(C) other terms or conditions of the plan if the change would adversely affect the shareholder in any material respect.

(b) A domestic general or limited partnership may amend a plan of conversion:

(1) in the same manner the partnership approved the plan, if the plan does not specify how to amend the plan; or

(2) by the partners as provided in the plan, but a partner who was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to an amendment of the plan that will change:

(A) the amount or kind of consideration the partner may receive under the plan;

(B) the public organizational documents, if any, or private organizational documents of the converted organization in effect after the conversion, except for a change that the interest holders of the converted organization are not required to approve under its governing statute or organizational documents; or

(C) other terms or conditions of the plan if the change would adversely affect the partner in any material respect.

(c) A domestic limited liability company may amend a plan of conversion:

(1) in the same manner the company approved the plan, if the plan does not specify how to amend the plan; or

(2) by the managers or members as provided in the plan, but a member who was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to an amendment of the plan that will change:

(A) the amount or kind of consideration the member may receive under the plan;

(B) the public organizational documents, if any, or private organizational documents of the converted organization in effect after the conversion, except for a change that the interest holders of the converted organization are not required to approve under its governing statute or organizational documents; or

(C) other terms or conditions of the plan if the change would adversely affect the member in any material respect.

(d)(1) After a domestic converting organization approves a plan of conversion, and before a statement of conversion takes effect, the organization may abandon the conversion as provided in the plan.

(2) Unless prohibited by the plan, the organization may abandon the plan in the same manner it approved the plan.

(e)(1) A domestic converting organization that abandons a plan of conversion pursuant to subsection (d) of this section shall deliver a signed statement of abandonment to the Secretary of State for filing before the statement of conversion takes effect.

(2) The statement of abandonment shall contain:

(A) the name of the converting organization;

(B) the date the Secretary of State filed the statement of conversion; and

(C) a statement that the converting organization has abandoned the conversion pursuant to this section.

(3) A statement of abandonment takes effect on filing, and on filing the conversion is abandoned and does not take effect.
11 V.S.A. § 1583 — VT Code / Title 11 / Chapter 14 / Section 1583
§ 1583. Definitions
Status: in_force

The definitions contained in Title 11A shall apply to this chapter. As used in this chapter, the following terms shall have the meanings indicated, unless the context otherwise requires:

(1) “Conversion” means a change in character of residential real property from a rental to an ownership basis. Creation of a cooperative housing corporation to own property formerly rented for dwelling purposes is deemed to be such a change in character.

(2) “Cooperative housing corporation” means a domestic corporation which has elected to be governed by the provisions of this chapter.

(3) “Cooperative interest” means the ownership interest in a cooperative housing corporation which is evidenced by a membership share.

(4) “Cooperative property” means all the real and personal property, including mobile and manufactured homes, in this state owned or leased by a cooperative housing corporation for the primary purpose of residential use.

(5) “Low income” means having income that is less than or equal to 80 percent of median income for the area, adjusted for family size, in accordance with federal standards generally accepted at the time of incorporation and comparable to standards of the U.S. Department of Housing and Urban Development existing on June 16, 1988.

(6) “Moderate income” means less than or equal to 100 percent of median income for the area, adjusted for family size, in accordance with standards generally accepted at the time of incorporation and comparable to standards of the U.S. Department of Housing and Urban Development existing on June 16, 1988.

(7) “Lender” includes banks, the Vermont Housing Finance Agency, and other financial institutions.

(8) “Limited equity cooperative” means a cooperative housing corporation, organized in accordance with section 1598 of this title.

(9) “Limited equity formula” means a rule or method for determining the transfer value of a share in a limited equity cooperative.

(10) “Member” means a person who owns a cooperative interest, and who is entitled to voting rights as prescribed in section 1594 of this title.

(11) “Proprietary lease” means an agreement with a cooperative housing corporation governing a member's right to occupancy, under which a member has an exclusive possessory interest in a unit.

(12) “Resident” means any occupant of space owned by the cooperative housing corporation.

(13) “Share loan” means an agreement entered into by a member and a lender to finance the member's acquisition of his or her cooperative interest.

(14) “Subscription agreement” means a written agreement between a prospective member and a cooperative housing corporation for the purchase and sale of a cooperative interest.

(15) “Unit” means a portion of the cooperative property leased for exclusive occupancy by a member under a proprietary lease, or leased to a tenant by lease agreement.
11 V.S.A. § 4105 — VT Code / Title 11 / Chapter 25 / Section 4105
§ 4105. Articles of termination
Status: in_force

(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the Secretary of State articles of termination stating:

(1) the name of the company;

(2) the date of the dissolution; and

(3) that the company's business has been wound up and the legal existence of the company has been terminated.

(b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination.
11B V.S.A. § 3.02 — VT Code / Title 11B / Chapter 3 / Section 3.02
§ 3.02. General powers
Status: in_force

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation, power:

(1) to sue and be sued, complain, and defend in its corporate name;

(2) to have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(3) to make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this State, for regulating and managing the affairs of the corporation;

(4) to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located, in its own name and for its own benefit, or in a fiduciary capacity;

(5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of any property in which it has a legal or equitable interest;

(6) to purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, securities or other interests in, or obligations of any entity;

(7) to make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by covenants requiring the consent of another person to an action to be taken by the corporation, or by mortgage or pledge of any of its property, franchises, or income;

(8) to lend money, invest and reinvest its funds and other property, and receive and hold real and personal property as security for repayment, except as limited by this chapter;

(9) to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(10) to conduct its activities, locate offices, and exercise the powers granted by this title within or outside State;

(11) to elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation;

(12) to pay or contribute to pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents;

(13) to make donations for the public welfare or for charitable, scientific, or educational purposes and for other purposes, not inconsistent with law, that further the corporate interest;

(14) to impose dues, assessments, and admission and transfer fees upon its members;

(15) to establish conditions for admission to membership, admit members, and issue memberships;

(16) to carry on a business in the furtherance of its purposes;

(17) to delegate to any other person the authority to act for or in the name of the corporation;

(18) to do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
11B V.S.A. § 8.54 — VT Code / Title 11B / Chapter 8 / Section 8.54
§ 8.54. Court-ordered indemnification
Status: in_force

Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the amount it considers proper if it determines:

(1) the director is entitled to mandatory indemnification under section 8.52 of this title, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or

(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in subsection 8.51(a) of this title or was adjudged liable as described in subsection 8.51(d) of this title, but if the director was adjudged so liable, indemnification is limited to reasonable expenses incurred.
11A V.S.A. § 8.06 — VT Code / Title 11A / Chapter 8 / Section 8.06
§ 8.06. Staggered terms for directors
Status: in_force

The articles of incorporation may provide for staggering their terms by dividing the total number of directors into two, three, four, or five groups, with each group containing one-half, one-third, one-quarter, or one-fifth of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, fourth group, and fifth group, if any, expire at the third, fourth, or fifth annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term not to exceed five years, as the case may be, to succeed those whose terms expire.
11 V.S.A. § 4103 — VT Code / Title 11 / Chapter 25 / Section 4103
§ 4103. Right to wind up limited liability company's business
Status: in_force

(a) After dissolution, a member may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up.

(b) In winding up its activities, a limited liability company:

(1) shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities, and marshal and distribute the assets of the company; and

(2) may:

(A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved;

(B) preserve the company activities and property as a going concern for a reasonable time;

(C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(D) transfer the company's property;

(E) settle disputes by mediation or arbitration; and

(F) perform other acts necessary or appropriate to the winding up.

(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under subsection 4054(c) of this title and is deemed to be a manager for the purposes of subdivision 4042(a)(2) of this title.

(d)(1) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees who own a majority of the rights to receive distributions as transferees at the time the consent is to be effective.

(2) A person appointed under this subsection:

(A) has the powers of a sole manager under subsection 4054(c) of this title and is deemed to be a manager for purposes of subdivision 4042(a)(2) of this title; and

(B) shall promptly deliver to the Secretary of State for filing an amendment to the company's certificate of organization to:

(i) state that the company has no members;

(ii) state that the person has been appointed pursuant to this subsection (d) to wind up the company; and

(iii) provide the street and mailing addresses of the person.

(e) The Superior Court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities:

(1) on application of a member, if the applicant establishes good cause;

(2) on the application of a transferee, if:

(A) the company does not have any members;

(B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and

(C) within a reasonable time following the dissolution, a person has not been appointed pursuant to subsection (c) of this section; or

(3) in connection with a proceeding under subdivision 4101(a)(4) or (5) of this title.
11 V.S.A. § 1584 — VT Code / Title 11 / Chapter 14 / Section 1584
§ 1584. Application
Status: in_force

Any corporation organized under Title 11A may elect to be governed as a cooperative housing corporation under the provisions of this chapter.
11 V.S.A. § 3203 — VT Code / Title 11 / Chapter 22 / Section 3203
§ 3203. Effect of partnership agreement; nonwaivable provisions
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. Subsection (b) of this section shall be the exclusive list of rights, duties, and provisions of this chapter which may not be varied by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

(b) The partnership agreement may not:

(1) vary the rights and duties under section 3205 of this title except to eliminate the duty under subsection 3205(e) of this title to provide copies of statements to all of the partners;

(2) unreasonably restrict the right of access to books and records under subsection 3233(b) of this title;

(3) eliminate the duty of loyalty under subsection 3234(b) or subdivision 3253(b)(3) of this title, but:

(A) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or

(B) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(4) unreasonably reduce the duty of care under subsection 3234(c) or subdivision 3253(b)(3) of this title;

(5) eliminate the obligation of good faith and fair dealing under subsection 3234(d) of this title, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(6) vary the power to dissociate as a partner under subsection 3252(a) of this title, except to require the notice under subdivision 3251(1) of this title to be in writing;

(7) vary the right of a court to expel a partner in the events specified in subdivision 3251(5) of this title;

(8) vary the requirement to wind up the partnership business in cases specified in subdivision 3271(4), (5), or (6) of this title;

(9) vary the law applicable to a limited liability partnership under subsection 3206(b) of this title; or

(10) restrict rights of third parties under this chapter unless such third parties have agreed to be bound by such restrictions.
11 V.S.A. § 1587 — VT Code / Title 11 / Chapter 14 / Section 1587
§ 1587. Perfection of security interests in cooperative interests
Status: in_force

(a) A security interest in a cooperative interest shall attach, be perfected, and be enforceable as provided in 9A V.S.A. Article 9.

(b) On request of a secured party, a cooperative housing corporation shall note on its books and records the interest of the secured party in a cooperative interest. No such request or notation is required in order to perfect a security interest in a cooperative interest.
11 V.S.A. § 4083 — VT Code / Title 11 / Chapter 25 / Section 4083
§ 4083. Effect of member's dissociation
Status: in_force

(a) When a person is dissociated as a member of a limited liability company:

(1) the person's right to participate as a member in the management and conduct of the company's business terminates;

(2) if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and

(3) subject to section 4075 of this title and subchapter 10 of this chapter, any distributional interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.

(b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members that the person incurred while a member.
11 V.S.A. § 4142 — VT Code / Title 11 / Chapter 25 / Section 4142
§ 4142. Conversion authorized
Status: in_force

(a) By complying with sections 4143 through 4146 of this title, a domestic limited liability company may become a domestic organization that is a different type of organization.

(b) By complying with sections 4143 through 4146 of this title, a domestic limited liability company may convert into a different type of foreign organization if the conversion is authorized by the foreign statute that governs the organization after conversion and the converting organization complies with the statute.

(c) By complying with sections 4143 through 4146 of this title, a domestic organization may become a domestic limited liability company.

(d) By complying with sections 4143 through 4146 of this title applicable to foreign organizations, a foreign organization that is not a foreign limited liability company may become a domestic limited liability company if the conversion is authorized by the law of the foreign organization's jurisdiction of formation.

(e) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a conversion, the provision applies to a conversion of the company as if the conversion were a merger until the provision is amended after July 1, 2016 or after the date the organization elects to become subject to this chapter, whichever is earlier.
11A V.S.A. § 7.02 — VT Code / Title 11A / Chapter 7 / Section 7.02
§ 7.02. Special meetings
Status: in_force

(a) A corporation shall hold a special meeting of shareholders:

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

(2) if the holders of at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(b) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(c) Special shareholders' meetings shall be held in this State, unless permitted in the bylaws of the corporation to be held outside this State. Meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. A special meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conference telecommunication.

(d) Only business within the purpose or purposes described in the meeting notice required by subsection 7.05(c) of this title may be conducted at a special shareholders' meeting.
11 V.S.A. § 4113 — VT Code / Title 11 / Chapter 25 / Section 4113
§ 4113. Activities not constituting transacting business
Status: in_force

(a) A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State.

(b) Except as provided in subsection (c) of this section, “doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign limited liability company.

(c) Among others, the following activities without more do not constitute transacting business for the purpose of determining whether a foreign limited liability company is required to obtain a certificate of authority under subsection (a) of this section:

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of its members or managers or carrying on any other activity concerning its internal affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or electronic means, or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;

(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;

(9) owning real or personal property;

(10) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature; or

(11) transacting business in interstate commerce.
11 V.S.A. § 4116 — VT Code / Title 11 / Chapter 25 / Section 4116
§ 4116. Name of foreign limited liability company
Status: in_force

(a)(1) A foreign limited liability company whose name does not comply with section 4005 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 4005 of this title.

(2) A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with chapter 15 of this title.

(3) After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this State under the alternate name unless the company is authorized under chapter 15 of this title to transact business in this State under another name.

(b) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of section 4005 of this title, it may not transact business in this State until it complies with subsection (a) of this section and obtains an amended certificate of authority.
11A V.S.A. § 1.25 — VT Code / Title 11A / Chapter 1 / Section 1.25
§ 1.25. Filing duty of Secretary of State
Status: in_force

(a) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of section 1.20 of this title, the Secretary of State shall file it.

(b) The Secretary of State files a document by recording it as “filed” together with his or her name and official title on the date and time of receipt, on both the document and on the record of the receipt for the filing fee. After filing a document, except as provided in sections 5.03 and 15.10 of this title, the Secretary of State shall deliver a copy of the document and filing fee receipt (or acknowledgment of receipt if no fee is required) to the domestic or foreign corporation or its representative.

(c) If the Secretary of State refuses to file a document, he or she shall return it to the domestic or foreign corporation or its representative within five days after the document is delivered, together with a brief, written explanation of the reason for refusing to file the document.

(d) The Secretary of State's duty to file documents under this section is ministerial. His or her filing or refusing to file a document does not:

(1) affect the validity or invalidity of the document in whole or in part;

(2) relate to the correctness or incorrectness of information contained in the document;

(3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
11C V.S.A. § 103 — VT Code / Title 11C / Chapter 1 / Section 103
§ 103. Mutual benefit enterprise subject to amendment or repeal
Status: in_force

A mutual benefit enterprise governed by this title is subject to any amendment or repeal.
11 V.S.A. § 1589 — VT Code / Title 11 / Chapter 14 / Section 1589
§ 1589. Subscriptions for membership prior to organization; organization meeting
Status: in_force

(a) Within two years after issuance of the certificate of incorporation of a cooperative housing corporation, the cooperative housing corporation shall secure memberships or subscription agreements representing no less than 80 percent of the units in the cooperative housing corporation. In the case of a conversion, other than a conversion of a mobile home park, subscription agreements representing no less than 50 percent of the units in the proposed cooperative housing corporation shall be secured prior to issuance of the certificate of incorporation, provided that at the expiration of the two-year period after issuance of the certificate of incorporation or at the expiration of the notice periods provided to tenants at 27 V.S.A. § 1333, whichever comes later, no fewer than 80 percent of the units in the cooperative housing corporation shall be occupied by members, occupied by sublessees permitted under subdivision 1599(1) of this title, or subject to subscription agreements. In the case of a conversion of a mobile home park, subscription agreements representing no fewer than 25 percent of the units in a proposed cooperative housing corporation shall be secured prior to issuance of the certificate of incorporation, provided that at the expiration of the two-year period after issuance of the certificate of incorporation or at the expiration of the notice periods provided to tenants pursuant to 27 V.S.A. § 1333, whichever comes later, no fewer than 80 percent of the units in the cooperative housing corporation shall be occupied by members, occupied by sublessees permitted under subdivision 1599(1) of this title, or subject to subscription agreements. Extensions of the time limits imposed by this section may be granted by the Commissioner of Housing and Community Affairs for cooperative housing corporations containing more than 50 units or for cooperative housing corporations formed in connection with the conversion of a mobile home park.

(b) Within six months after the first conveyance of a share to a member, an organization meeting of the cooperative housing corporation shall be held for the purpose of adopting bylaws, electing officers and transacting such other business as may come before the meeting.
11 V.S.A. § 3292 — VT Code / Title 11 / Chapter 22 / Section 3292
§ 3292. Name
Status: reserved

(a) The name of a limited liability partnership must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.”

(b) Except as authorized by subsections (c) and (d) of this section, a limited liability partnership's 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 granted, reserved, or registered by or with the Secretary of State.

(c) A limited liability partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable in the records of the Secretary of State 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 entity consents to the use in writing and submits an undertaking in a 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 company; 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 limited liability partnership may use the name, including the trade name, of another domestic or foreign limited liability partnership that is used in this State if the other partnership is organized or authorized to transact business in this State and the proposed user partnership:

(1) has merged with the other partnership;

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

(3) has acquired all or substantially all of the assets, including the name, of the other partnership.

(e) Notwithstanding any other provision of law, a limited liability partnership or foreign limited liability partnership that renders professional service may use as its name all or some of the names of individual present or former partners of the partnership or a predecessor partnership, as permitted by the applicable rules of ethics and by the applicable statutory or regulatory provisions governing the rendering of such professional service.
11A V.S.A. § 14.03 — VT Code / Title 11A / Chapter 14 / Section 14.03
§ 14.03. Articles of dissolution; content of notice; notice to Department of Labor regarding unpaid wages
Status: in_force

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

(1) the name of the corporation;

(2) the date dissolution was authorized;

(3) if dissolution was approved by the shareholders:

(A) the number of votes entitled to be cast on the proposal to dissolve; and

(B) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval;

(4) if voting by voting groups was required, the information required by subdivision (3) of this subsection, separately provided for each voting group entitled to vote separately on the plan to dissolve;

(5) a statement as to the settlement of debts, the distribution of property, and the status of pending litigation;

(6) a statement whether the corporation owes any unpaid wages to its employees.

(b) Subject to the provisions of section 14.09 of this title, a corporation is dissolved upon the effective date of its articles of dissolution.

(c) If a corporation owes unpaid wages to its employees, it shall also file a statement to that effect with the Department of Labor.
11 V.S.A. § 3414 — VT Code / Title 11 / Chapter 23 / Section 3414
§ 3414. Execution of certificates
Status: in_force

(a) Each certificate required by this subchapter to be filed in the Office of the Secretary of State shall be executed in the following manner:

(1) an original certificate of limited partnership must be signed by all general partners;

(2) a certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and

(3) a certificate of cancellation must be signed by all general partners.

(b) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.

(c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
11C V.S.A. § 1212 — VT Code / Title 11C / Chapter 12 / Section 1212
§ 1212. Reinstatement following administrative dissolution
Status: in_force

(a) A mutual benefit enterprise that has been dissolved administratively may apply to the Secretary of State for reinstatement not later than two years after the effective date of dissolution. The application shall be delivered to the Secretary of State for filing and state:

(1) the name of the enterprise and the effective date of its administrative dissolution;

(2) that the grounds for dissolution either did not exist or have been eliminated; and

(3) that the enterprise's name satisfies the requirements of section 111 of this title.

(b) If the Secretary of State determines that an application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall:

(1) prepare a declaration of reinstatement;

(2) file the original of the declaration; and

(3) serve a copy of the declaration on the enterprise.

(c) When reinstatement under this section becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the mutual benefit enterprise may resume or continue its activities as if the administrative dissolution had not occurred.
11 V.S.A. § 3225 — VT Code / Title 11 / Chapter 22 / Section 3225
§ 3225. Partnership liable for partner's actionable conduct
Status: in_force

(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.

(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
11B V.S.A. § 10.06 — VT Code / Title 11B / Chapter 10 / Section 10.06
§ 10.06. Restated articles of incorporation
Status: in_force

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.

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

(c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

(d) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of 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 restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(e) If the board seeks to have the restatement's approval by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendment or other change it would make in the articles.

(f) A restatement requiring approval by the members must be approval by the same vote as an amendment to articles under section 10.03 of this title.

(g) If the restatement includes an amendment requiring approval pursuant to section 10.30 of this title, the board must submit the restatement for such approval.

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

(1) whether the restatement contains an amendment to the articles requiring approval by the member or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or

(2) if the restatement contains an amendment to the articles requiring approval by the members, the information required by section 10.05 of this title; and

(3) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 10.30 of this title, a statement that such approval was obtained.

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

(j) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including in the certificate information required by subsection (h) of this section.
11A V.S.A. § 15.09 — VT Code / Title 11A / Chapter 15 / Section 15.09
§ 15.09. Resignation of registered agent for service of process of foreign corporation
Status: in_force

The registered agent of a foreign corporation may resign as agent by filing a statement of resignation pursuant to 11 V.S.A. § 1655.
11 V.S.A. § 3261 — VT Code / Title 11 / Chapter 22 / Section 3261
§ 3261. Purchase of dissociated partner's interest
Status: in_force

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 3271 of this title, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section.

(b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under subsection 3277(b) of this title, if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment.

(c) Damages for wrongful dissociation under subsection 3252(b) of this title, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.

(d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under section 3262 of this title.

(e) If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section.

(f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

(g) The payment or tender required by subsection (e) or (f) of this section must be accompanied by the following:

(1) a statement of partnership assets and liabilities as of the date of dissociation;

(2) the latest available partnership balance sheet and income statement, if any;

(3) an explanation of how the estimated amount of the payment was calculated; and

(4) written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section, or other terms of the obligation to purchase.

(h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest.

(i) A dissociated partner may maintain an action against the partnership, pursuant to subdivision 3235(b)(2)(B) of this title, to determine the buyout price of that partner's interest, any offsets under subsection (c) of this section, or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c) of this section, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g) of this section.
11 V.S.A. § 3207 — VT Code / Title 11 / Chapter 22 / Section 3207
§ 3207. Partnership subject to amendment or repeal of chapter
Status: in_force

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
11B V.S.A. § 6.32 — VT Code / Title 11B / Chapter 6 / Section 6.32
§ 6.32. Purchase of memberships
Status: in_force

(a) A public benefit corporation may not purchase any of its memberships or any right arising therefrom.

(b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of chapter 13 of this title.

(c) A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distributions to its members as permitted by this chapter, and no such payment, benefit, or distribution shall be deemed to be a dividend or distribution of income or profit.
11A V.S.A. § 6.22 — VT Code / Title 11A / Chapter 6 / Section 6.22
§ 6.22. Liability of shareholders
Status: in_force

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 6.21) or specified in the subscription agreement (section 6.20).

(b) A shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he or she may become personally liable by reason of his or her own acts or conduct.

(c) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration.

(d) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall not be personally liable to the corporation as a holder of or subscriber to shares of a corporation but the estate and funds in his or her hands shall be liable to the corporation as a holder of or subscriber to the shares of a corporation.

(e) No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.
11A V.S.A. § 14.08 — VT Code / Title 11A / Chapter 14 / Section 14.08
§ 14.08. Payment and distribution to claimants and shareholders
Status: in_force

(a)(1) A dissolved corporation or successor entity which has followed the procedures described in sections 14.06 and 14.07 of this title:

(A) shall pay the claims made and not barred or rejected in accordance with subsections 14.06(c) and 14.07(c) of this title;

(B) shall post the security offered and not rejected pursuant to subsection 14.07(d) of this title;

(C) shall post any security ordered by the Superior Court in any proceeding under subsection 14.07(e) of this title; and

(D) shall pay or make provision for all other obligations of the corporation or such successor entity.

(2) Such claims or obligations shall be paid in full and any such provision for payment shall be made in full if there are sufficient funds. If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority, and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the shareholders of the dissolved corporation; provided, however, that such distribution shall not be made before the expiration of 90 days from the date of the last notice of rejection given pursuant to subdivision 14.07(b)(2) of this title (if any such notice is provided). In the absence of actual fraud, the judgment of the directors of the dissolved corporation or the governing persons of such successor entity as to the provision made for the payment of all obligations under subdivision (4) of this subsection shall be conclusive.

(b) A dissolved corporation or successor entity which has not followed the procedures described in sections 14.06 and 14.07 of this title shall pay or make reasonable provisions to pay all claims and obligations, including all contingent, conditional, or unmatured claims known to the corporation or such successor entity and all claims which are known to the dissolved corporation or such successor entity but for which the identity of the claimant is unknown. Such claims shall be paid in full and any such provisions for payment shall be made in full if there are sufficient funds. If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the shareholders of the dissolved corporation.

(c) Directors of a dissolved corporation or governing persons of a successor entity which has complied with subsection (a) or (b) of this section shall not be personally liable to the claimants of the dissolved corporation.

(d) As used in this section, the term “successor entity” has the meaning set forth in subsection 14.07(g) of this title.
11 V.S.A. § 3223 — VT Code / Title 11 / Chapter 22 / Section 3223
§ 3223. Statement of partnership authority
Status: in_force

(a) A partnership may file a statement of partnership authority, which:

(1) must include:

(A) the name of the partnership;

(B) the street address of its chief executive office and of one office in this State, if there is one;

(C) the names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b) of this section; and

(D) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and

(2) may state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.

(b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown.

(c) If a filed statement of partnership authority is executed pursuant to subsection 3205(c) of this title and states the name of the partnership but does not contain all of the other information required by subsection (a) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (d) and (e) of this section.

(d) Except as otherwise provided in subsection (g) of this section, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

(1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.

(2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

(e) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.

(f) Except as otherwise provided in subsections (d) and (e) of this section and sections 3264 and 3275 of this title, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

(g) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five years after the date on which the statement, or the most recent amendment, was filed with the Secretary of State.
11 V.S.A. § 568 — VT Code / Title 11 / Chapter 1 / Section 568
§ 568. Future federal amendments
Status: in_force

All references to sections of the Internal Revenue Code of 1986 shall include future amendments to such sections and corresponding provisions of future internal revenue laws. (1971, No. 112, § 8.)
11B V.S.A. § 2.03 — VT Code / Title 11B / Chapter 2 / Section 2.03
§ 2.03. Incorporation
Status: in_force

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

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

(c) The Secretary of State shall maintain a separate record of the number of corporations that deliver articles of incorporation to the Secretary for filing by electronic transmission.
11 V.S.A. § 801 — VT Code / Title 11 / Chapter 3 / Section 801
§ 801. Definitions
Status: in_force

As used herein, unless the context clearly indicates that a different meaning is intended:

(1) “Professional corporation” means a corporation organized under this chapter.

(2) “Professional service” means any type of personal service rendered to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization, and which, prior to the passage of this chapter, could not, by reason of law, be performed by a corporation. (1963, No. 218, § 2, eff. July 3, 1963.)
11 V.S.A. § 3404 — VT Code / Title 11 / Chapter 23 / Section 3404
§ 3404. Specified office and agent
Status: in_force

Each limited partnership shall continuously maintain in this State:

(1) an office, which may but need not be a place of its business in this State, at which shall be kept the records required by section 3405 of this title to be maintained; and

(2) an agent for service of process on the limited partnership pursuant to section 1655 of this title.
11 V.S.A. § 4162 — VT Code / Title 11 / Chapter 25 / Section 4162
§ 4162. Requirements
Status: in_force

A limited liability company shall be organized for a business purpose that satisfies, and shall at all times be operated to satisfy, each of the following requirements:

(1) The company:

(A) significantly furthers the accomplishment of one or more charitable or educational purposes within the meaning of 26 U.S.C. § 170(c)(2)(B); and

(B) would not have been formed but for the company's relationship to the accomplishment of charitable or educational purposes.

(2) No significant purpose of the company is the production of income or the appreciation of property; provided, however, that the fact that a person produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property.

(3) No purpose of the company is to accomplish one or more political or legislative purposes within the meaning of 26 U.S.C. § 170(c)(2)(D).
11C V.S.A. § 819c — VT Code / Title 11C / Chapter 8 / Section 819c
§ 819c. Members' action
Status: in_force

(a) Members' action respecting a director's conflicting interest transaction is effective for purposes of subdivision 819a(b)(2) of this title if a majority of the votes cast by the holders of all of the voting power of the members is in favor of the transaction after:

(1) notice to members describing the action to be taken respecting the transaction;

(2) provision to the enterprise of the information referred to in subsection (b) of this section; and

(3) communication of the information that is the subject of required disclosure to the members entitled to vote on the transaction, to the extent the information is not known by them.

(b) A director who has a conflicting interest respecting the transaction shall, before the members' vote, inform the secretary or other officer or agent of the enterprise authorized to tabulate votes, in writing, of the voting power that the director knows is not qualified voting power under subsection (c) of this section and the identity of the holders of that power.

(c) For purposes of this section, “qualified voting power” means the power entitled to be voted with respect to the transaction except for the voting power that the secretary or other officer or agent of the enterprise authorized to tabulate votes either knows, or under subsection (b) of this section is notified, is held by:

(1) a director who has a conflicting interest respecting the transaction; or

(2) a person related to the director, excluding a person described in subdivision 819(5)(F) of this title.

(d) A majority of the votes entitled to be cast by the holders of all qualified voting power constitutes a quorum for purposes of compliance with this section. Subject to the provisions of subsection (e) of this section, members' action that otherwise complies with this section is not affected by the presence of holders of voting power that is not qualified voting power.

(e) If a member's vote does not comply with subsection (a) of this section solely because of a director's failure to comply with subsection (b) of this section and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director and may give such effect, if any, to the member's vote as the court considers appropriate in the circumstances.

(f) Where members' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of organization, the bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the members, in which action voting power that is not qualified voting power may participate.
11C V.S.A. § 1702 — VT Code / Title 11C / Chapter 17 / Section 1702
§ 1702. Relation to electronic signatures in Global and National Commerce Act
Status: in_force

This title modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but does not modify, limit, or supersede § 101(c) of that act, 15 U.S.C. § 7001(c) or authorize electronic delivery of any of the notices described in § 103(b) of that act, 15 U.S.C. § 7003(b).
11 V.S.A. § 4146 — VT Code / Title 11 / Chapter 25 / Section 4146
§ 4146. Statement of conversion; effective date of conversion
Status: in_force

(a) A statement of conversion shall be signed by the converting organization and delivered to the Secretary of State for filing.

(b) A statement of conversion shall contain:

(1) the name, jurisdiction of formation, and type of organization of the converting organization;

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

(3) if the converting organization is a domestic limited liability company, a statement that the plan of conversion was approved in accordance with this subchapter, or, if the converting organization is a foreign organization, a statement that the conversion was approved by the foreign organization in accordance with the law of its jurisdiction of formation;

(4) if the converted organization is a domestic organization, its public organizational documents, as an attachment; and

(5) if the converted organization is a foreign limited liability partnership, its certificate of authority to do business in the State, as an attachment.

(c) In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.

(d) If the converted organization is a domestic organization, its public organizational documents, if any, shall satisfy the requirements of the law of this State, except that the public organizational documents do not need to be signed.

(e)(1) A plan of conversion that is signed by a domestic converting limited liability company and meets all the requirements of subsection (b) of this section may be delivered to the Secretary of State for filing instead of a statement of conversion and on filing has the same effect.

(2) If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection.

(f)(1) If the converted organization is a domestic limited liability company, the conversion becomes effective when the statement of conversion is effective.

(2) In all other cases, the conversion becomes effective on the later of:

(A) the date and time provided by the governing statute of the converted organization; or

(B) when the statement is effective.
11 V.S.A. § 809 — VT Code / Title 11 / Chapter 3 / Section 809
§ 809. Professional regulation
Status: in_force

Nothing in this chapter shall restrict or limit in any manner the authority and duty of the regulating boards for the licensing of individual persons rendering professional services or the practice of the profession which is within the jurisdiction of such regulating board, notwithstanding the fact that such a person is an officer, director, shareholder, or employee of a professional corporation and rendering such professional services or engaging in the practice of such profession through such professional corporation. (1963, No. 218, § 10, eff. July 3, 1963.)
11B V.S.A. § 7.27 — VT Code / Title 11B / Chapter 7 / Section 7.27
§ 7.27. Corporation's acceptance of votes
Status: in_force

(a) If the name signed or delivered by electronic transmission on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.

(b) If the name signed or delivered by electronic transmission on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:

(1) the member is an entity and the name signed or delivered by electronic transmission purports to be that of an officer or agent of the entity;

(2) the name signed or delivered by electronic transmission purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the authority of the attorney-in-fact to represent the member has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3) two or more persons hold the membership as cotenants or fiduciaries and the name signed or delivered by electronic transmission purports to be the name of at least one of the coholders and the person signing or delivering by electronic transmission appears to be acting on behalf of all the coholders; and

(4) in the case of a mutual benefit corporation:

(A) the name signed or delivered by electronic transmission purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(B) the name signed or delivered by electronic transmission purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of:

(1) the signature on it;

(2) the signatory's authority to sign for the member; or

(3) the electronic transmission by which the proxy appointment was made.

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
11C V.S.A. § 118 — VT Code / Title 11C / Chapter 1 / Section 118
§ 118. Change of designated office or agent for service of process
Status: in_force

A mutual benefit enterprise or foreign enterprise shall change its designated office or agent for service of process information by submitting to the Secretary of State for filing a statement of change pursuant to 11 V.S.A. § 1655.
11 V.S.A. § 4149 — VT Code / Title 11 / Chapter 25 / Section 4149
§ 4149. Action on plan of merger by constituent limited liability company
Status: in_force

(a) Subject to section 4156 of this title, a plan of merger shall be approved in accordance with the organizational documents of the constituent limited liability company, or, in the absence of a provision governing approval of a merger, by all the members of the limited liability company entitled to vote on or consent to any matter.

(b) Subject to section 4156 of this title and any contractual rights, after a merger is approved, and at any time before the articles of merger are delivered to the Secretary of State for filing under section 4150 of this title, a constituent limited liability company may amend the plan or abandon the merger:

(1) as provided in the plan; or

(2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
11C V.S.A. § 819b — VT Code / Title 11C / Chapter 8 / Section 819b
§ 819b. Directors' action
Status: in_force

(a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of subdivision 819a(b)(1) of this title if the transaction has been authorized by the affirmative vote of a majority but no fewer than two of the qualified directors who voted on the transaction after required disclosure by the conflicted director of information not already known by such qualified directors or after modified disclosure in compliance with subsection (b) of this section, provided that:

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

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

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

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

(b) Notwithstanding subsection (a) of this section, when a transaction is a director's conflicting interest transaction only because a related person described in subdivisions 819(5)(E) and (F) of this title is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction:

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

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

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

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

(d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of organization, the bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
11A V.S.A. § 7.22 — VT Code / Title 11A / Chapter 7 / Section 7.22
§ 7.22. Proxies
Status: in_force

(a) A shareholder may vote his or her shares in person or by proxy.

(b) A shareholder may appoint a proxy to vote or otherwise act for him or her by:

(1) signing an appointment form, either personally or by his or her attorney-in-fact; or

(2) by transmitting to the corporation or the corporation's duly authorized agent an appointment of a proxy by electronic transmission, including telephone or e-mail.

(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.

(d) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(1) a pledgee;

(2) a person who purchased or agreed to purchase the shares;

(3) a creditor of the corporation who extended it credit under terms requiring the appointment;

(4) an employee of the corporation whose employment contract requires the appointment; or

(5) a party to a voting agreement created under section 7.31 or 20.12 of this title.

(e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.

(f) An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.

(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he or she did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(h) Subject to section 7.24 of this title and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
11 V.S.A. § 822 — VT Code / Title 11 / Chapter 4 / Section 822
§ 822. General powers
Status: in_force

(a) Except as provided in subsection (b) of this section, a professional corporation has the powers enumerated in 11A V.S.A. § 3.02.

(b) A professional corporation may be a promoter, general partner, member, associate, or manager of a partnership, joint venture, trust, or other entity, only if the entity is engaged solely in rendering professional service or in carrying on business authorized by the professional corporation's articles of incorporation.
11 V.S.A. § 816 — VT Code / Title 11 / Chapter 4 / Section 816
§ 816. Application of Vermont Business Corporation Act
Status: in_force

Title 11A applies to professional corporations, both domestic and foreign, to the extent not inconsistent with the provisions of this chapter.
11 V.S.A. § 3272 — VT Code / Title 11 / Chapter 22 / Section 3272
§ 3272. Partnership continues after dissolution
Status: in_force

(a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.

(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:

(1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and

(2) the rights of a third party accruing under subdivision 3274(1) of this title or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
11 V.S.A. § 1628 — VT Code / Title 11 / Chapter 15 / Section 1628
§ 1628. Certificate of cessation of business; amendment
Status: in_force

(a) A registrant that ceases to do business in this State shall submit to the Secretary of State for filing a certificate of cessation of business not later than 10 days after the date of cessation.

(b) A registrant that adds or removes an individual, partner, or member named in its registration shall submit to the Secretary of State for filing an amendment to reflect the change not later than 30 days after the date of the change.

(c) A registrant may amend its agent information by filing a statement of change pursuant to section 1655 of this title and may amend any other information in its registration by submitting an amendment to the Secretary of State for filing.
11C V.S.A. § 1303 — VT Code / Title 11C / Chapter 13 / Section 1303
§ 1303. Pleading
Status: in_force

In a derivative action to enforce a right of a mutual benefit enterprise, the complaint shall state:

(1) the date and content of the plaintiff's demand under subdivision 1301(1) of this title and the enterprise's response;

(2) if 90 days have not expired since the demand, how irreparable harm to the enterprise would result by waiting for the expiration of 90 days; and

(3) if the enterprise agreed to bring an action demanded, that the action has not been brought within a reasonable time.
11C V.S.A. § 116 — VT Code / Title 11C / Chapter 1 / Section 116
§ 116. Dual capacity
Status: in_force

A person may have a patron member's interest and an investor member's interest in a mutual benefit enterprise. When such person acts as a patron member, the person is subject to this title and the organic rules governing patron members. When such person acts as an investor member, the person is subject to this title and the organic rules governing investor members.
11 V.S.A. § 1019 — VT Code / Title 11 / Chapter 7 / Section 1019
§ 1019. Damages
Status: in_force

The bylaws or the marketing contract may fix, as liquidated damages, a specific sum to be paid by a member or stockholder to the association upon the breach by him or her of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member shall pay all costs, premiums for bonds, expenses, and fees, in case any action is brought upon the contract by the association. Any such provisions shall be valid and enforceable in the courts of this State. Such clauses providing for liquidated damages shall be enforceable as such and shall not be regarded as penalties.
11C V.S.A. § 604 — VT Code / Title 11C / Chapter 6 / Section 604
§ 604. Security interest and set-off
Status: in_force

(a) A member or transferee may create an enforceable security interest in its financial rights in a mutual benefit enterprise.

(b) Unless the organic rules otherwise provide, a member may not create an enforceable security interest in the member's governance rights in a mutual benefit enterprise.

(c) The organic rules may provide that a mutual benefit enterprise has a security interest in the financial rights of a member to secure payment of any indebtedness or other obligation of the member to the enterprise. A security interest provided for in the organic rules is enforceable under and governed by 9A V.S.A. article 9.

(d) Unless the organic rules otherwise provide, a member may not compel the mutual benefit enterprise to offset financial rights against any indebtedness or obligation owed to the enterprise.
11 V.S.A. § 3313 — VT Code / Title 11 / Chapter 22 / Section 3313
§ 3313. Savings clause
Status: in_force

The enactment of this chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
11B V.S.A. § 10.20 — VT Code / Title 11B / Chapter 10 / Section 10.20
§ 10.20. Amendment by directors
Status: in_force

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be 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 a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
11 V.S.A. § 1064 — VT Code / Title 11 / Chapter 7 / Section 1064
§ 1064. Powers
Status: in_force

The new cooperative, in addition to the general powers of cooperative associations granted by subchapter 1 of this chapter, shall possess and enjoy all the rights, privileges, powers, franchises, immunities, exemptions, and benefits of each of the consolidating cooperatives, and may exercise the same in this State, unless contrary to law, as effectually as each of the consolidating cooperatives. The title to any real estate or personal property vested in the consolidating cooperatives, under the laws of this State shall pass to and be vested in the new cooperative upon the recording of the articles of merger or consolidation in the office where by law a deed thereof should be recorded, and shall not revert, or be in any way impaired, by reason of such merger or consolidation.
11 V.S.A. § 1031 — VT Code / Title 11 / Chapter 7 / Section 1031
§ 1031. Penalties
Status: in_force

An officer or director who shall subscribe or make oath to any certificate provided for in sections 995 and 996 of this title, which shall contain a false statement, known by such person to be false or who shall do any act relative to the issue of capital stock which is not permitted by section 1015 of this title, or who shall make or publish any financial statement which he or she knows does not comply with the provisions of such sections, shall be fined not more than $5,000.00, or imprisoned not more than five years, or both, and shall also be individually liable to a stockholder of the association or other person for damage caused by reason thereof.
11 V.S.A. § 1018 — VT Code / Title 11 / Chapter 7 / Section 1018
§ 1018. Marketing contracts-Terms
Status: in_force

An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. If they contract a sale to the association, it shall be conclusively held that title to the products passes to the association upon delivery except for legally recorded chattel mortgages given for value and prior to July 1 in any year on such products or commodities whether such mortgages are given before or after the making of such contract of sale. The contract may provide, among other things, that the association may sell or resell the products delivered by its members, with or without taking title thereto, and pay over to its members the resale price, after deducting all necessary selling, overhead and other costs and expenses, including interest or dividends on stock, not exceeding eight percent per annum, and reserves for retiring the stock, if any, and other proper reserves, and for any other reductions.
11C V.S.A. § 1206 — VT Code / Title 11C / Chapter 12 / Section 1206
§ 1206. Winding up
Status: in_force

(a) A mutual benefit enterprise continues after dissolution only for purposes of winding up its activities.

(b) In winding up a mutual benefit enterprise's activities, the board of directors shall cause the enterprise to:

(1) discharge its liabilities, settle and close its activities, and marshal and distribute its assets;

(2) preserve the enterprise or its property as a going concern for no more than a reasonable time;

(3) prosecute and defend actions and proceedings;

(4) transfer enterprise property; and

(5) perform other necessary acts.

(c) After dissolution and upon application of a mutual benefit enterprise, a member, or a holder of financial rights, the Superior Court may order judicial supervision of the winding up of the enterprise, including the appointment of a person to wind up the enterprise's activities, if:

(1) after a reasonable time, the enterprise has not wound up its activities; or

(2) the applicant establishes other good cause.

(d) If a person is appointed pursuant to subsection (c) of this section to wind up the activities of a mutual benefit enterprise, the enterprise shall promptly deliver to the Secretary of State for filing an amendment to the articles of organization to reflect the appointment.
11 V.S.A. § 1063 — VT Code / Title 11 / Chapter 7 / Section 1063
§ 1063. Fee
Status: in_force

For filing articles of merger or consolidation the new cooperative shall pay $20.00 to the Secretary of State; and for filing an amendment thereof $10.00.
11 V.S.A. § 1023 — VT Code / Title 11 / Chapter 7 / Section 1023
§ 1023. Ownership or control of other business organizations
Status: in_force

An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of, any other business organization engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling the agricultural products handled by the association or byproducts thereof.
11B V.S.A. § 5.04 — VT Code / Title 11B / Chapter 5 / Section 5.04
§ 5.04. Service on corporation
Status: in_force

A corporation is subject to the service of process provisions in 11 V.S.A. § 1656.
11B V.S.A. § 1.42 — VT Code / Title 11B / Chapter 1 / Section 1.42
§ 1.42. Judicial relief
Status: in_force

(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this title, then upon petition of a director, officer, delegate, member, or the Attorney General, the Superior Court may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.

(b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, and this title, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.

(c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this title.

(d) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.

(e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this title.
11C V.S.A. § 111 — VT Code / Title 11C / Chapter 1 / Section 111
§ 111. Name
Status: in_force

(a) The name of a mutual benefit enterprise shall contain the words “mutual benefit enterprise” or the abbreviation “M.B.E.” or “MBE.” “Mutual” may be abbreviated as “Mut.” “Benefit” may be abbreviated as “Ben.” “Enterprise” may be abbreviated as “Ent.”

(b) Unless otherwise provided in this title, a mutual benefit enterprise may apply to the Secretary of State for authorization to use a name under the procedures and subject to the rules for associations of individuals set forth in 11 V.S.A. chapter 15.
11A V.S.A. § 7.40 — VT Code / Title 11A / Chapter 7 / Section 7.40
§ 7.40. Procedure in derivative proceedings
Status: in_force

(a) A person may not commence a proceeding in the right of a domestic or foreign corporation unless such person was a shareholder of the corporation when the transaction complained of occurred or unless such person became a shareholder through transfer by operation of law from one who was a shareholder at that time.

(b) 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 board of directors and either that the demand was refused or ignored or why he or she did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.

(c) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.

(d) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the shareholder's behalf.
11 V.S.A. § 808 — VT Code / Title 11 / Chapter 3 / Section 808
§ 808. Professional relationship and liability
Status: in_force

This chapter does not alter the law involving liability of any person employed by the corporation arising out of professional services, and including the confidential relationship between the person rendering the professional service and the person receiving such professional service, if any, and all confidential relationship previously enjoyed under the laws of this state shall remain inviolate. (1963, No. 218, § 9, eff. July 3, 1963.)
11C V.S.A. § 1304 — VT Code / Title 11C / Chapter 13 / Section 1304
§ 1304. Approval for discontinuance or settlement
Status: in_force

A derivative action to enforce a right of a mutual benefit enterprise may not be discontinued or settled without the court's approval.
11 V.S.A. § 1083 — VT Code / Title 11 / Chapter 8 / Section 1083
§ 1083. Corporations organized under Title 11A; election to be governed as worker cooperative
Status: in_force

Any corporation organized under Title 11A may elect to be governed as a worker cooperative under the provisions of this chapter, by so stating in its articles of incorporation or articles of amendment filed in accordance with 11A V.S.A. chapter 1.
11 V.S.A. § 1581 — VT Code / Title 11 / Chapter 14 / Section 1581
§ 1581. Short title
Status: in_force

This chapter shall be known as the “Cooperative Housing Ownership Act.”
11A V.S.A. § 8.51 — VT Code / Title 11A / Chapter 8 / Section 8.51
§ 8.51. Authority to indemnify
Status: in_force

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

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

(2) the director reasonably believed:

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

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

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

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

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

(d) A corporation may not indemnify a director under this section:

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

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

(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
11C V.S.A. § 513 — VT Code / Title 11C / Chapter 5 / Section 513
§ 513. Voting by investor members
Status: in_force

If the organic rules provide for investor members, each investor member has one vote unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes.
11A V.S.A. § 1.27 — VT Code / Title 11A / Chapter 1 / Section 1.27
§ 1.27. Evidentiary effect of copy of filed document
Status: in_force

A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State is conclusive evidence that the document is on file with the Secretary of State.
11C V.S.A. § 1602 — VT Code / Title 11C / Chapter 16 / Section 1602
§ 1602. Conversion
Status: in_force

(a) An entity that is not a mutual benefit enterprise may convert to a mutual benefit enterprise and a mutual benefit enterprise may convert to an entity that is not a mutual benefit enterprise pursuant to this section, sections 1603 through 1605 of this title, and a plan of conversion, if:

(1) the other entity's organic law authorizes the conversion;

(2) the conversion is not prohibited by the law of the jurisdiction that enacted the other entity's organic law; and

(3) the other entity complies with its organic law in effecting the conversion.

(b) A plan of conversion shall be in a record and shall include:

(1) the name and form of the entity before conversion;

(2) the name and form of the entity after conversion;

(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration; and

(4) the organizational documents of the proposed converted entity.