11 V.S.A. § 1637 — VT Code / Title 11 / Chapter 15 / Section 1637
§ 1637. Authority to terminate and amend registration
Status: in_force

(a) The Secretary of State shall have the authority to:

(1) terminate the registration of a person who, pursuant to an administrative order, a final court order, or an assurance of discontinuance, is not authorized to conduct business in this State; and

(2) amend the person's records to reflect the termination of a registration pursuant to subdivision (1) of this subsection.

(b)(1) If the Secretary of State terminates the registration of a person pursuant to this section, the person appoints the Secretary as the person's agent for service of process in any proceeding based on a cause of action that arose during the time the person was authorized to transact, or was transacting without authorization, business in this State.

(2) Upon receipt of process, the Secretary of State shall deliver by registered mail a copy of the process to the terminated person at its principal office shown in its most recent annual report or in any subsequent communication received from the person stating the current mailing address of its principal office, or, if none is on file, in its application for registration.

(c)(1) If a court or other person with sufficient legal authority reinstates the ability of a terminated person to conduct business in this State, the terminated person may file with the Secretary of State evidence of the reinstated authority and pay to the Secretary a fee of $25.00 for each year the person is delinquent.

(2) Upon receipt of a filing and payment pursuant to subdivision (1) of this subsection, the Secretary shall cancel the termination and prepare a certificate of reinstatement, file the original of the certificate, and serve a copy on the person.
11 V.S.A. § 1599 — VT Code / Title 11 / Chapter 14 / Section 1599
§ 1599. Proprietary lease
Status: in_force

Every member of a cooperative housing corporation shall be entitled to receive from the cooperative housing corporation a written proprietary lease which shall include the following:

(1) A provision that no sublease in excess of one year, no amendment, and no modification to such proprietary lease shall be permitted or created without the prior written consent of the board of directors of the cooperative housing corporation. A member who sublets does not relinquish the rights and benefits of membership.

(2) A provision that the security for a loan against the member's cooperative interest shall be in the nature of a personal property security interest, and any default of such loan shall entitle the lender to treat such default in the same manner as a default of a loan secured by personal property.

(3) A provision that the cooperative housing corporation's possessory remedy in event of default of a member affecting that person's right to occupancy shall be in an action under 12 V.S.A. chapter 169, subchapter 3. However, good cause shall be required for termination of the right of occupancy. Good cause shall include nonpayment of loans, fees, costs, or assessments pertaining to the cooperative interest, or material violation of bylaws, rules, or proprietary lease which continues following reasonable notice and reasonable opportunity to cure the alleged material violations.

(4) Provisions for determining maintenance and carrying charges for the unit.

(5) A right on the part of the cooperative housing corporation to cure any default in the member's obligations pertaining to the member's cooperative interest, including share loans, and cooperative fees, costs, and assessments.

(6) A provision requiring that terms and form of the proprietary lease shall be amended by the board of directors only.

(7) A provision requiring that any lease term which is not uniformly applied to all members or prospective members of the same or similar category shall be unenforceable.
11A V.S.A. § 1.20 — VT Code / Title 11A / Chapter 1 / Section 1.20
§ 1.20. Filing requirements
Status: in_force

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

(b) This title must require or permit filing the document in the Office of the Secretary of State.

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

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

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

(f) The document must be executed:

(1) by the chair of the board of directors of a domestic or foreign corporation, or by any officer of the corporation;

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

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

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

(1) the corporate seal;

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

(3) an acknowledgement, verification, or proof.

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

(i) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by one exact or conformed copy, the correct filing fee, and any penalty required by this title.

(j)(1) Any of the terms of a plan or filed documents may be made dependent on facts ascertainable outside the plan or filed documents as follows:

(A) The manner in which the facts operate on the terms of the plan or filed document must be clearly and expressly set forth in the plan or filed document.

(B) The facts may include without limitation actions or events within the control of, or determinations made by, a party to the plan or filing the filed document or a representative of a party to the plan or filing the filed document.

(2) As used in this section:

(A) “Filed document” means a document filed with the Secretary of State under any provision of this title, except chapter 15 or section 16.22 of this title.

(B) “Plan” means a plan of merger or share exchange.
11B V.S.A. § 4.01 — VT Code / Title 11B / Chapter 4 / Section 4.01
§ 4.01. Corporate name
Status: reserved

(a) A corporate name:

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

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

(3) shall not have the word “cooperative” or any abbreviation thereof as part of its name; and

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

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

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

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

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

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

(1) has merged with the other corporation;

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

(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
11 V.S.A. § 3417 — VT Code / Title 11 / Chapter 23 / Section 3417
§ 3417. Liability for false statement in certificate
Status: in_force

If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:

(1) any person who executes the certificate, or causes another to execute it on his or her behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and

(2) any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under section 3415 of this title.
11A V.S.A. § 2.02 — VT Code / Title 11A / Chapter 2 / Section 2.02
§ 2.02. Articles of incorporation
Status: in_force

(a) The articles of incorporation shall set forth:

(1) a corporate name for the corporation that satisfies the requirements of section 4.01 of this title;

(2) the classes of shares, if any, and the number of shares in each class that the corporation is authorized to issue;

(3) the number of shares the corporation is authorized to issue;

(4) the street address of the corporation's initial registered office and the name and email of its initial registered agent for service of process at that office pursuant to 11 V.S.A. § 1655;

(5) the name and address of each incorporator;

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

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

(b) The articles of incorporation may set forth:

(1) the names and addresses of the individuals who are to serve as the initial board of directors, and of any other principals the corporation provides;

(2) provisions not inconsistent with law regarding:

(A) the purpose or purposes for which the corporation is organized;

(B) managing the business and regulating the affairs of the corporation;

(C) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders, including provisions relating to:

(i) prescribing shareholder action without a meeting under section 7.04 of this title;

(ii) authorizing special voting groups of shareholders under section 7.25 of this title;

(iii) prescribing the number of shareholders constituting a quorum of shareholders for voting on voting groups, under sections 7.26 and 7.27 of this title;

(iv) requiring a greater than majority vote for action by voting groups of shareholders, under sections 7.27 and 10.21 of this title;

(v) the election of directors by cumulative voting under section 7.28 of this title;

(vi) the election of directors by greater than plurality of vote, under section 7.28 of this title;

(vii) prescribing the qualifications for directors under section 8.02 of this title;

(viii) fixing or changing the number of directors, in accordance with section 8.03 of this title;

(ix) the election of directors by class of share, under section 8.04 of this title;

(x) staggering the terms of directors so that all directors are not elected in the same year, in accordance with section 8.06 of this title;

(xi) restricting or eliminating the power of shareholders to remove directors without cause, under section 8.08 of this title;

(xii) prescribing the manner of filling a vacancy on the board of directors, under section 8.10 of this title;

(xiii) fixing the compensation of the board of directors, or restricting or eliminating such power, under section 8.11 of this title;

(xiv) action by the board of directors without a board meeting under section 8.21 of this title;

(xv) notice of regular meetings of the board of directors under section 8.22 of this title;

(xvi) requiring a greater than majority vote for action taken at a meeting of the board of directors, under section 8.24 of this title;

(xvii) the creation of committees by the board of directors and the establishment of the powers of such committees under section 8.25 of this title;

(xviii) restricting the authority of the corporation to indemnify officers, employees, and agents of the corporation under section 8.56 of this title;

(xix) limiting the power of the board of directors to amend the articles of incorporation under section 10.02 of this title;

(xx) restricting the power of the board of directors to amend the bylaws of the corporation under sections 10.20 and 10.22 of this title;

(xxi) dispensing with the board of directors entirely, or in limited circumstances, or restricting the functions of the board, in accordance with the provisions of chapter 20 of this title;

(D) provisions establishing the designations, preferences, limitations, and relative rights of share classes, including provisions relating to:

(i) dividing shares into classes and classes of shares into series, under sections 6.01 and 6.02 of this title;

(ii) redeeming shares at the option of the corporation or the shareholder, under section 6.01 of this title;

(iii) restricting share dividends under section 6.23 of this title;

(iv) prohibiting shares to be issued without certificates, under section 6.26 of this title;

(v) restricting the transfer of shares under section 6.27 of this title;

(vi) giving shareholders preemptive rights to acquire unissued shares under section 6.30 of this title;

(vii) prohibiting the reissuance of shares, under section 6.31 of this title;

(viii) restricting distributions in accordance with section 6.40 of this title;

(ix) permitting cumulative voting for directors under section 7.28 of this title;

(x) limiting or denying the voting rights of classes of shares under section 7.21 of this title;

(xi) giving classes of shares more or less than one vote per share, under section 7.21 of this title;

(E) a par value for authorized shares or classes of shares;

(F) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions.

(3) any provision that under this title is required or permitted to be set forth in the bylaws; and

(4) a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, solely as a director, based on a failure to discharge his or her own duties in accordance with section 8.30 of this title, except liability for:

(A) the amount of a financial benefit received by a director to which the director is not entitled;

(B) an intentional or reckless infliction of harm on the corporation or the shareholders;

(C) a violation of section 8.33 of this title; or

(D) an intentional or reckless criminal act.
11B V.S.A. § 14.22 — VT Code / Title 11B / Chapter 14 / Section 14.22
§ 14.22. Reinstatement following involuntary dissolution
Status: in_force

(a) A corporation involuntarily dissolved that has not distributed its assets under section 14.21 of this title may apply to the Secretary of State for reinstatement upon payment of $25.00 for each year the corporation is delinquent. The application must:

(1) recite the name of the corporation and the effective date of its involuntary dissolution;

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

(3) state that the corporation's name satisfies the requirements of section 4.01 of this title.

(b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 5.04 of this title.

(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.
11 V.S.A. § 1016 — VT Code / Title 11 / Chapter 7 / Section 1016
§ 1016. Liability of members for debts
Status: in_force

A member shall not be liable for the debts of the association.
11 V.S.A. § 4122 — VT Code / Title 11 / Chapter 25 / Section 4122
§ 4122. Designation of controlling foreign law
Status: in_force

(a) A foreign law limited liability company shall designate in its articles of organization all the following:

(1) a specific law or body of law of a foreign jurisdiction, either within or outside the United States of America, that will control the internal governance affairs of the company;

(2) the type of organization that will control how the foreign law limited liability company is treated under the foreign law and all matters that are required to be included in the constituent filing for that type of organization under that foreign law;

(3) any variations or limitations on the applicability of the foreign law and any mechanisms for amending, rescinding, or limiting the designation in the future;

(4) the courts, if any, that, in addition to the courts of the State of Vermont and the United States, will have jurisdiction over disputes relating to the internal governance affairs of the foreign law limited liability company; and

(5) a designation of those classes of individuals or officers within the chosen legal structure who shall have authority to act on behalf of the foreign law limited liability company equivalent to the authority of managers under subsections 4054(b) and (c) of this title, and any limitations on or clarification of that authority.

(b) Any bylaws, agreements, or other statements of principles governing the internal governance affairs of the foreign law limited liability company addressed in the applicable foreign law but not required to be in the constituent filing shall be set forth as part of, or in lieu of, the operating agreement required by section 4003 of this title. The prohibitions on a waiver under subsection 4003(b) shall not apply to foreign law limited liability companies.
11C V.S.A. § 514 — VT Code / Title 11C / Chapter 5 / Section 514
§ 514. Voting requirements for members
Status: in_force

If a mutual benefit enterprise has both patron and investor members, the following rules apply:

(1) The total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote.

(2) Action on any matter is approved only upon the affirmative vote of at least a majority of:

(A) all members voting at the meeting unless more than a majority is required by articles 4, 12, 15, and 16 of this title or the organic rules; and

(B) votes cast by patron members unless the organic rules require a larger affirmative vote by patron members.

(3) The organic rules may provide for the percentage of the affirmative votes that shall be cast by investor members to approve the matter.
11B V.S.A. § 7.01 — VT Code / Title 11B / Chapter 7 / Section 7.01
§ 7.01. Annual meeting and regular meetings
Status: in_force

(a) A corporation with members shall hold an annual membership meeting at a time stated in or fixed in accordance with the bylaws, unless a different time is specifically set forth in the notice of meeting with the change in time being duly noted.

(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws, unless a different time is specifically set forth in the notice of meeting with the change in time being duly noted.

(c) Annual and regular membership meetings shall be held in this State unless permitted in the bylaws of the corporation to be held outside this State. Annual meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, or otherwise stated in the notice of meeting, annual meetings shall be held at the corporation's principal office.

(d) At the annual meeting:

(1) the president and chief financial officer shall report on the activities and financial condition of the corporation; and

(2) the members shall consider and act upon such other matters as may be raised consistent with the notice requirements of section 7.05 and subsection 7.23(b) of this chapter.

(e) At regular meetings, the members shall consider and act upon such matters as may be raised consistent with the notice requirements of section 7.05 and subsection 7.23(b) of this title.

(f) An annual or regular meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conferencing telecommunication.

(g) The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporation action.
11A V.S.A. § 10.03 — VT Code / Title 11A / Chapter 10 / Section 10.03
§ 10.03. Amendment proposed by board of directors to the shareholders
Status: in_force

(a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.

(b) For the amendment to be adopted:

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

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

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

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 7.05 of this title. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(e) Unless this title, the articles of incorporation, or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:

(1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and

(2) the votes required by sections 7.25 and 7.26 of this title by every other voting group entitled to vote on the amendment.
11 V.S.A. § 823 — VT Code / Title 11 / Chapter 4 / Section 823
§ 823. Rendering professional services
Status: in_force

(a) A domestic or foreign corporation may render professional services in this State through individuals licensed or otherwise authorized in this State to render the services.

(b) Subsection (a) of this section does not:

(1) require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required;

(2) prohibit a licensed individual from rendering professional services in his or her individual capacity although the individual is a shareholder, director, officer, employee, or agent of a domestic or foreign professional corporation;

(3) prohibit an individual licensed under a law other than the law of this State from rendering professional services for a domestic or foreign professional corporation in this State if not prohibited by the licensing authority.
11B V.S.A. § 6.24 — VT Code / Title 11B / Chapter 6 / Section 6.24
§ 6.24. Creditor's action against member
Status: in_force

(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.

(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.
11 V.S.A. § 1537 — VT Code / Title 11 / Chapter 13 / Section 1537
§ 1537. Commissioner's fees; costs
Status: in_force

Each commissioner shall receive $2.00 a day for his or her services and necessary expenses, to be paid by the State as in case of other commissioners appointed by the Superior Court. All other costs incurred shall be taxed as costs are taxed in hearings before a referee in civil causes, and the court shall tax costs as seem just.
11A V.S.A. § 8.24 — VT Code / Title 11A / Chapter 8 / Section 8.24
§ 8.24. Quorum and voting
Status: in_force

(a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:

(1) a majority of the fixed number of directors if the corporation has a fixed board size; or

(2) a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

(c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(1) the director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;

(2) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) the director delivers written notice of the director's dissent or abstension to the presiding officer of the meeting before its adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
11B V.S.A. § 8.50 — VT Code / Title 11B / Chapter 8 / Section 8.50
§ 8.50. Subchapter definitions
Status: in_force

As used in this subchapter:

(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon the consummation of the transaction.

(2) “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(3) “Expenses” mean the reasonable costs incurred in connection with a proceeding, including reasonable attorney's fees.

(4) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding.

(5) “Official capacity” means:

(A) when used with respect to a director, the office of director in a corporation; and

(B) when used with respect to an individual other than a director, as contemplated in section 8.56 of this title, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. “Official capacity” does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.

(6) “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(7) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

(8) “Special legal counsel” means counsel that has never been an employee of the corporation and who has not, and whose firm has not, performed legal services for the corporation pertaining to the matter for which indemnification is sought for a period of at least two years before retention as special counsel.
11C V.S.A. § 811 — VT Code / Title 11C / Chapter 8 / Section 811
§ 811. Meetings
Status: in_force

(a) A board of directors shall meet at least annually and may hold meetings inside or outside this State.

(b) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication if all directors attending the meeting can communicate with each other during the meeting.
11C V.S.A. § 814 — VT Code / Title 11C / Chapter 8 / Section 814
§ 814. Waiver of notice of meeting
Status: in_force

(a) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.

(b) Unless the organic rules otherwise provide, a director's participation in a meeting is a waiver of notice of that meeting unless:

(1) the director objects to the meeting at the beginning of the meeting or promptly upon the director's arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting; or

(2) the director promptly objects upon the introduction of any matter for which notice under section 813 of this title has not been given and does not thereafter vote in favor of or otherwise assent to the action taken on the matter.
11 V.S.A. § 3471 — VT Code / Title 11 / Chapter 23 / Section 3471
§ 3471. Nonjudicial dissolution
Status: in_force

A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(1) at the time specified in the certificate of limited partnership;

(2) upon the happening of events specified in writing in the partnership agreement;

(3) written consent of all partners;

(4) an event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or

(5) entry of a decree of judicial dissolution under section 3472 of this title.
11 V.S.A. § 4074 — VT Code / Title 11 / Chapter 25 / Section 4074
§ 4074. Charging order
Status: in_force

(a)(1) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the distributional interest of the judgment debtor for the unsatisfied amount of the judgment.

(2) Except as provided in subsection (f) of this section, a charging order constitutes a lien on a judgment debtor's distributional interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor.

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

(1) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and

(2) make all other orders necessary to give effect to the charging order.

(c)(1) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the distributional interest.

(2) Except as provided in subsection (f) of this section, the purchaser at the foreclosure sale obtains only the distributional interest, does not thereby become a member, and is subject to section 4073 of this title.

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

(e) At any time before foreclosure under subsection (c) of this section, a limited liability company or one or more members whose distributional interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.

(f) This section does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's distributional interest.

(g) If a court orders foreclosure of a charging order lien against the sole member of a limited liability company:

(1) the court shall confirm the sale;

(2) the purchaser at the sale obtains the member's entire interest, not only the member's transferable interest;

(3) the purchaser thereby becomes a member; and

(4) the person whose interest was subject to the foreclosed charging order is dissociated as a member.

(h) This section provides the exclusive remedy by which a person, who in the capacity of a judgment creditor seeks to enforce a judgment against a member or transferee, may satisfy the judgment from the judgment debtor's distributional interest.
11B V.S.A. § 14.23 — VT Code / Title 11B / Chapter 14 / Section 14.23
§ 14.23. Appeal from denial of reinstatement
Status: in_force

(a) The Secretary of State, upon denying a corporation's application for reinstatement following involuntary dissolution, shall serve the corporation under section 5.04 of this title with a written notice that explains the reason or reasons for denial.

(b) The corporation may appeal the denial of reinstatement to the Superior Court of Washington County within 90 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.

(c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.

(d) The court's final decision may be appealed as in other civil proceedings.
11 V.S.A. § 3405 — VT Code / Title 11 / Chapter 23 / Section 3405
§ 3405. Records to be kept
Status: in_force

(a) Each limited partnership shall keep at the office referred to in subdivision 3404(1) of this title the following:

(1) a current list of the full name and last known business address of each partner, separately identifying the general partners (in alphabetical order) and the limited partners (in alphabetical order);

(2) a copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;

(3) copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;

(4) copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and

(5) unless contained in a written partnership agreement, a writing setting out:

(A) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;

(B) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(C) any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and

(D) any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

(b) Records kept under this section are subject to inspection and copying at the reasonable request and at the expense of any partner during ordinary business hours.
11A V.S.A. § 20.11 — VT Code / Title 11A / Chapter 20 / Section 20.11
§ 20.11. Limitations on continuation of close corporation status
Status: in_force

The status of a close corporation subject to the provisions of this chapter shall continue until:

(1) the close corporation files with the Secretary of State articles of amendment deleting from its articles of incorporation any or all of the provisions required by section 20.02 of this title; or

(2) one or more of the provisions or conditions required by section 20.02 of this title has been breached and neither the corporation nor any of its shareholders proceed under section 20.14 of this title to prevent the loss of status.
11 V.S.A. § 1621 — VT Code / Title 11 / Chapter 15 / Section 1621
§ 1621. Registration of assumed business names, partnership, and unincorporated nonprofit association
Status: reserved

(a) An individual doing business under an assumed business name, or a partnership or unincorporated nonprofit association of individuals doing business in this State, resident or nonresident, shall submit to the Secretary of State for filing a registration that provides:

(1) the name of the business;

(2) the address of its principal office;

(3) its business purpose;

(4) the name and business address of the individual doing business under the assumed name, as a partner of the partnership, or as a member of the association, and of any other principal the registrant provides; and

(5) for each individual, partner, or member who is not a resident of this State, or for whom the registrant does not provide an address in this State for service of process, the name, email, and address information of an agent for service of process pursuant to section 1655 of this title.

(b) A registration shall be subscribed and sworn to by a person with authority to act on behalf of the registrant and filed with the Secretary of State not later than 10 days after commencement of business.

(c) The Secretary of State shall decline to register any business name unless the name is distinguishable in the records of the Secretary of State from any other business name of any name registered or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State, or any name that would lead a reasonable person to conclude that the business is a type of entity that it is not.

(d) The Secretary of State shall establish rules for the administration of this section.

(e) Prior to registering its business name under this section, a person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply to the State Board of Education for a certificate of approval pursuant to those sections.
11C V.S.A. § 1207 — VT Code / Title 11C / Chapter 12 / Section 1207
§ 1207. Distribution of assets in winding up mutual benefit enterprise
Status: in_force

(a) In winding up a mutual benefit enterprise's business, the enterprise shall apply its assets to discharge its obligations to creditors, including members that are creditors. The enterprise shall apply any remaining assets to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.

(b) Unless the organic rules otherwise provide, in this subsection, “financial interests” means the amounts recorded in the names of members in the records of a mutual benefit enterprise at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members. Unless the organic rules otherwise provide, each member is entitled to a distribution from the enterprise of any remaining assets in the proportion of the member's financial interests to the total financial interests of the members after all other obligations are satisfied.
11 V.S.A. § 4112 — VT Code / Title 11 / Chapter 25 / Section 4112
§ 4112. Application for certificate of authority
Status: in_force

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

(1) the name of the foreign company and, if its name is unavailable for use in this State, an alternate name that satisfies the requirements of section 4116 of this title;

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

(3) the address of its initial designated office; and

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

(b) An application may set forth:

(1) provisions permitted to be included in an operating agreement;

(2) the name, email, and address information for one or more owners, officers, or other principals of the company; and

(3) other matters not inconsistent with law.

(c) A foreign limited liability company shall deliver with the completed application a certificate of existence or a document of similar import, authenticated by the Secretary of State or other official having custody of company records in the state or country under whose law it is organized, dated not earlier than 90 days prior to filing of the application.
11 V.S.A. § 4012 — VT Code / Title 11 / Chapter 25 / Section 4012
§ 4012. Fees
Status: in_force

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

(b) The Secretary of State shall collect the following fees:

(1) $35.00 each time process is served on the Secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.

(2) $25.00 for the certificate certifying the copy of any filed document relating to a limited liability company or a foreign limited liability company.
11A V.S.A. § 1.30 — VT Code / Title 11A / Chapter 1 / Section 1.30
§ 1.30. Powers
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this title.
11A V.S.A. § 8.22 — VT Code / Title 11A / Chapter 8 / Section 8.22
§ 8.22. Notice of meeting
Status: in_force

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

(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two business days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
11B V.S.A. § 6.30 — VT Code / Title 11B / Chapter 6 / Section 6.30
§ 6.30. Resignation
Status: in_force

(a) A member may resign at any time.

(b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation.
11 V.S.A. § 4025 — VT Code / Title 11 / Chapter 25 / Section 4025
§ 4025. Signing of documents
Status: in_force

(a) Except as otherwise provided in this chapter, a document to be filed by or on behalf of a limited liability company in the Office of the Secretary of State must be signed in the name of the company by:

(1) a person authorized by the company;

(2) a person organizing the company, if it is the company's initial articles of organization; or

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

(b) A document signed under subsection (a) of this section shall state adjacent to the signature the name and capacity of the signer.

(c) Any record filed under this chapter may be signed by an agent.

(d) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
11B V.S.A. § 16.05 — VT Code / Title 11B / Chapter 16 / Section 16.05
§ 16.05. Limitations on use of membership list
Status: in_force

(a) Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:

(1) used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(2) used for any commercial purpose; or

(3) sold to or purchased by any person.

(b) A corporation may use its membership list for solicitation of money or property for its own purposes.
11 V.S.A. § 108 — VT Code / Title 11 / Chapter 1 / Section 108
§ 108. Banks, trust and mutual insurance companies
Status: in_force

A corporation organized under the provisions of 8 V.S.A. chapter 202 or 203, to conduct the business of a financial institution, and a mutual insurance company organized under the provisions of 8 V.S.A. chapter 101, may make such contributions for religious, charitable, scientific, literary, or educational purposes as are authorized by its directors or trustees to an amount not to exceed five percent of its net income for the previous calendar year computed in the manner specified by the Internal Revenue Code in effect during the year applicable for corporations. Contributions in excess of the five percent of the net income may be made by a vote of its stockholders, depositors, or members.
11A V.S.A. § 10.02 — VT Code / Title 11A / Chapter 10 / Section 10.02
§ 10.02. Amendment by board of directors
Status: in_force

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:

(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2) to delete the names and addresses of the initial directors;

(3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;

(4) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;

(5) to change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or

(6) to make any other change expressly permitted by this title to be made without shareholder action.
11 V.S.A. § 4157 — VT Code / Title 11 / Chapter 25 / Section 4157
§ 4157. Subchapter not exclusive
Status: in_force

This subchapter does not preclude an organization from being converted, merged, or domesticated under law other than this title.
11 V.S.A. § 4123 — VT Code / Title 11 / Chapter 25 / Section 4123
§ 4123. Scope of designated foreign law
Status: in_force

(a) In any disputes over the internal governance affairs of a foreign law limited liability company, the designated foreign law or body of law shall be applied by any court having jurisdiction over the parties as the binding authority governing these matters, provided that no designated law shall be enforced that:

(1) is contrary to provisions of Vermont or U.S. law or public policy;

(2) cause fraud or manifest injustice under Vermont or U.S. law;

(3) purports to limit the civil or criminal liability of an individual, partnership, or entity under Vermont or U.S. law; or

(4) varies or limits the filing procedures for creating a limited liability company required by this title.

(b) As used in this subchapter, “internal governance affairs” means the relations among the limited liability company, its members, and managers. Whether an issue is a matter of internal governance affairs of the company shall be determined under Vermont law.

(c) If a court determines that the designated law does not address an internal governance matter or addresses it in a manner that is unenforceable pursuant to subsection (a) of this section, or a limitation or variation relating to the issue is specified in the articles of organization, Vermont law shall apply to the matter at issue.

(d) All the external affairs of the foreign law limited liability company shall be governed by the general provisions of this chapter, the articles of organization other than choice of foreign law, the operating agreement, and applicable Vermont and federal laws.
11B V.S.A. § 7.06 — VT Code / Title 11B / Chapter 7 / Section 7.06
§ 7.06. Waiver of notice
Status: in_force

(a) A member may waive any notice required by this title, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A member's attendance at a meeting:

(1) waives objection to lack of notice or defective notice of the meeting, unless the member makes timely objection to holding the meeting or transacting business at the meeting;

(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member makes timely objection to considering the matter when it is presented, or when the member thereafter becomes aware that the matter has been presented.

(c) The provisions in subsections (a) and (b) of this section shall also be applicable to delegates.
11C V.S.A. § 1612 — VT Code / Title 11C / Chapter 16 / Section 1612
§ 1612. Article not exclusive
Status: in_force

This article does not prohibit a mutual benefit enterprise from being converted or merged under law other than this title.
11 V.S.A. § 1602 — VT Code / Title 11 / Chapter 14 / Section 1602
§ 1602. Consumer protection; enforcement
Status: in_force

(a) For purposes of this section, “consumer” means an actual or prospective subscriber, purchaser, member, assignee, or transferee of a cooperative interest with respect to a residential unit. A “consumer” includes a co-obligor or surety for a consumer.

(b) To the extent that a violation of a provision of this chapter affects a consumer, that violation is deemed to be a violation of 9 V.S.A. § 2453 and is subject to all rights, obligations, and penalties provided under 9 V.S.A. chapter 63.

(c) Failure or neglect to provide to subscribers or purchasers the documents and disclosures required by section 1601 of this title is deemed to be a violation of this section.
11 V.S.A. § 3486 — VT Code / Title 11 / Chapter 23 / Section 3486
§ 3486. Cancellation of registration
Status: in_force

A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to claims for relief or causes of action arising out of the transaction of business in this State.
11 V.S.A. § 844 — VT Code / Title 11 / Chapter 4 / Section 844
§ 844. Responsibility for professional services
Status: in_force

(a) An obligation of a professional corporation, whether arising in contract, tort, or otherwise, is solely the obligation of the professional corporation.

(b) Except as otherwise provided by statute, if a domestic or foreign professional corporation is liable under subsection (a) of this section, every shareholder of the corporation is liable to the same extent as if he or she were a partner in a limited liability partnership pursuant to subsection 3226(c) of this title.
11 V.S.A. § 4023 — VT Code / Title 11 / Chapter 25 / Section 4023
§ 4023. Articles of organization
Status: in_force

(a) Articles of organization of a limited liability company shall set forth:

(1) the name of the company;

(2) the address of the initial designated office;

(3) the name and street address of the initial agent for service of process;

(4) the name and address of each organizer;

(5) if the company has no members at the time of filing, a statement to that effect; and

(6) whether the company is an L3C.

(b) Articles of organization of a limited liability company may set forth:

(1) provisions permitted to be set forth in an operating agreement;

(2) name, email, and address information for one or more owners, officers, or other principals of the company; and

(3) other matters not inconsistent with law.

(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of subsection 4003(b) of this title. As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:

(1) the operating agreement controls as to managers, members, and members' transferees; and

(2) the articles of organization control as to persons other than managers, members, and their transferees who relied on the articles to their detriment.
11 V.S.A. § 1085 — VT Code / Title 11 / Chapter 8 / Section 1085
§ 1085. Corporate name
Status: in_force

A worker cooperative may include the word “cooperative” or any abbreviation of that word in its corporate title.
11 V.S.A. § 842 — VT Code / Title 11 / Chapter 4 / Section 842
§ 842. Confidential relationship
Status: in_force

(a) The relationship between an individual rendering professional services as an employee of a domestic or foreign professional corporation and his or her client or patient is the same as if the individual were rendering the services as a sole practitioner.

(b) The relationship between a domestic or foreign professional corporation and the client or patient for whom its employee is rendering professional services is the same as that between the client or patient and the employee.
11A V.S.A. § 7.31 — VT Code / Title 11A / Chapter 7 / Section 7.31
§ 7.31. Voting agreements
Status: in_force

(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 7.30 of this title.

(b) A voting agreement created under this section is specifically enforceable.
11 V.S.A. § 4028 — VT Code / Title 11 / Chapter 25 / Section 4028
§ 4028. Certificate of good standing
Status: in_force

A person may request the Secretary of State to issue a certificate of good standing for a domestic or foreign limited liability company pursuant to section 1657 of this title.
11B V.S.A. § 16.20 — VT Code / Title 11B / Chapter 16 / Section 16.20
§ 16.20. Financial statements for members
Status: in_force

(a) A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for the year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:

(1) stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
11 V.S.A. § 3204 — VT Code / Title 11 / Chapter 22 / Section 3204
§ 3204. Supplemental principles of law
Status: in_force

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate shall be determined pursuant to 9 V.S.A. § 41a(a).
11B V.S.A. § 1.24 — VT Code / Title 11B / Chapter 1 / Section 1.24
§ 1.24. Correcting filed document
Status: in_force

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

(1) contains an incorrect statement; or

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

(3) was undeliverable because the electronic transmission was defective.

(b) A document is corrected:

(1) by preparing articles of correction that

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

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

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

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

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
11 V.S.A. § 3227 — VT Code / Title 11 / Chapter 22 / Section 3227
§ 3227. Actions by and against partnership and partners
Status: in_force

(a) A partnership may sue and be sued in the name of the partnership.

(b) An action may be brought against the partnership and, to the extent not inconsistent with section 3226 of this title, any or all of the partners in the same action or in separate actions.

(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.

(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 3226 of this title and either:

(1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) the partnership is a debtor in bankruptcy;

(3) the partner has agreed that the creditor need not exhaust partnership assets;

(4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or

(5) liability is imposed on the partner by law or contract independent of the existence of the partnership.

(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 3228 of this title.
11A V.S.A. § 7.26 — VT Code / Title 11A / Chapter 7 / Section 7.26
§ 7.26. Action by single and multiple voting groups
Status: in_force

(a) If the articles of incorporation or this title provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 7.25 of this title.

(b) If the articles of incorporation or this title provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 7.25 of this title. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
11 V.S.A. § 922 — VT Code / Title 11 / Chapter 5 / Section 922
§ 922. Certificate of public good
Status: in_force

The corporators shall file with the articles of association a certificate of the Commissioner of Financial Regulation that the formation of such corporation is in his or her opinion for the public good. No such corporation shall be formed unless such corporation is in his or her opinion for the public good. No such corporation shall be formed unless such certificate has been furnished and so filed. Such corporation may be formed without capital stock, and the trustees and the clerk shall be appointed by the Governor for the term of two years and until their successors are appointed and qualify. All such trustees shall be citizens of this State.
11 V.S.A. § 4120 — VT Code / Title 11 / Chapter 25 / Section 4120
§ 4120. Action by Attorney General
Status: in_force

The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed under section 4119 of this title and to restrain a foreign limited liability company from transacting business in this State in violation of this chapter.
11C V.S.A. § 1203 — VT Code / Title 11C / Chapter 12 / Section 1203
§ 1203. Judicial dissolution
Status: in_force

The Superior Court may dissolve a mutual benefit enterprise or order any action that under the circumstances is appropriate and equitable:

(1) in a proceeding initiated by the Attorney General, if:

(A) the enterprise obtained its articles of organization through fraud; or

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

(2) in a proceeding initiated by a member, if:

(A) the directors are deadlocked in the management of the enterprise's affairs, the members are unable to break the deadlock, and irreparable injury to the enterprise is occurring or is threatened because of the deadlock;

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

(C) the members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members' meetings were held or were to be held; or

(D) the assets of the enterprise are being misapplied or wasted.
11C V.S.A. § 515 — VT Code / Title 11C / Chapter 5 / Section 515
§ 515. Manner of voting
Status: in_force

(a) Unless the organic rules otherwise provide, voting by a proxy at a members' meeting is prohibited. This subsection does not prohibit delegate voting based on district or class.

(b) If voting by a proxy is permitted, a patron member may appoint only another patron member as a proxy and, if investor members are permitted, an investor member may appoint only another investor member as a proxy.

(c) The organic rules may provide for the manner of and provisions governing the appointment of a proxy.

(d) The organic rules may provide for voting on any question by ballot delivered by mail or voting by other means on questions that are subject to vote by members.
11 V.S.A. § 3285 — VT Code / Title 11 / Chapter 22 / Section 3285
§ 3285. Merger of partnerships
Status: in_force

(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one or more partnerships or limited partnerships.

(b) The plan of merger must set forth:

(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 will merge;

(3) whether the surviving entity is a partnership or a limited partnership and the status of each partner;

(4) the terms and conditions of the merger;

(5) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or in part; and

(6) the street address of the surviving entity's chief executive office.

(c) The plan of merger must be approved:

(1) in the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and

(2) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(e) The merger takes effect on the later of:

(1) the approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;

(2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(3) any effective date specified in the plan of merger.
11A V.S.A. § 13.03 — VT Code / Title 11A / Chapter 13 / Section 13.03
§ 13.03. Dissent by nominees and beneficial owners
Status: in_force

(a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his or her name only if he or she dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the shareholder dissents and the shareholder's other shares were registered in the names of different shareholders.

(b) A beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf only if:

(1) he or she submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and

(2) he or she does so with respect to all shares of which he or she is the beneficial shareholder or over which he or she has power to direct the vote.
11C V.S.A. § 703 — VT Code / Title 11C / Chapter 7 / Section 703
§ 703. Duration of marketing contract
Status: in_force

The initial duration of a marketing contract may not exceed 10 years, but the contract may be self-renewing for additional periods not exceeding five years each. Unless the contract provides for another manner or time for termination, either party may terminate the contract by giving notice in a record at least 90 days before the end of the current term.
11A V.S.A. § 1.02 — VT Code / Title 11A / 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 section 69 of Chapter II of the Vermont Constitution.
11A V.S.A. § 11.04 — VT Code / Title 11A / Chapter 11 / Section 11.04
§ 11.04. Approval of conversion
Status: in_force

Subject to section 11.17 of this title and any contractual rights, a converting organization shall approve a plan of conversion as follows:

(1) a domestic corporation shall approve a plan of conversion in accordance with the procedures for approving a merger under section 11.10 of this title;

(2) any other organization shall approve a plan of conversion in accordance with its governing statute and its organizational documents; provided:

(A) if its organizational documents do not address the manner for approving a conversion, then a plan of conversion shall be approved by the same vote required under the organizational documents for a merger; and

(B) if its organizational documents do not provide for approval of a merger, then by the approval of the number or percentage of interest holders required to approve a merger under the governing statute.
11A V.S.A. § 10.04 — VT Code / Title 11A / Chapter 10 / Section 10.04
§ 10.04. Voting on amendments by voting group
Status: in_force

(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this title) on a proposed amendment if the amendment would:

(1) increase or decrease the aggregate number of authorized shares of the class;

(2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(3) effect an exchange or reclassification, or create the right of exchange, of all or part of all the shares of another class into shares of the class;

(4) change the designation, rights, preferences, or limitations of all or part of the shares of the class;

(5) change the shares of all or part of the class into a different number of shares of the same class;

(6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preference with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(8) limit or deny an existing preemptive right of all or part of the shares of the class; or

(9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.

(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(c) If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.

(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provided that the shares are nonvoting shares.
11C V.S.A. § 1604 — VT Code / Title 11C / Chapter 16 / Section 1604
§ 1604. Filings required for conversion; effective date
Status: in_force

(a) After a plan of conversion is approved:

(1) a converting mutual benefit enterprise shall deliver to the Secretary of State for filing articles of conversion, which shall include:

(A) a statement that the mutual benefit enterprise has been converted into another entity;

(B) the name and form of the converted entity and the jurisdiction of its governing statute;

(C) the date the conversion is effective under the governing statute of the converted entity;

(D) a statement that the conversion was approved as required by this title;

(E) a statement that the conversion was approved as required by the governing statute of the converted entity; and

(F) if the converted entity is an entity organized in a jurisdiction other than this State and is 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 purposes of section 120 of this title; and

(2) if the converting entity is not a converting mutual benefit enterprise, the converting entity shall deliver to the Secretary of State for filing articles of organization, which shall include, in addition to the information required by section 302 of this title:

(A) a statement that the enterprise was converted from another entity;

(B) the name and form of the converting entity and the jurisdiction of its governing statute; and

(C) a statement that the conversion was approved in a manner that complied with the converting entity's governing statute.

(b) A conversion becomes effective:

(1) if the converted entity is a mutual benefit enterprise, when the articles of conversion take effect pursuant to subsection 203(c) of this title; or

(2) if the converted entity is not a mutual benefit enterprise, as provided by the governing statute of the converted entity.
11C V.S.A. § 114 — VT Code / Title 11C / Chapter 1 / Section 114
§ 114. Required information
Status: in_force

(a) Subject to subsection (b) of this section, a mutual benefit enterprise shall maintain in a record available at its principal office:

(1) a list containing the name, last known street address and, if different, mailing address, and term of office of each director and officer;

(2) the initial articles of organization and all amendments to and restatements of the articles, together with a signed copy of any power of attorney under which any article, amendment, or restatement has been signed;

(3) the initial bylaws and all amendments to and restatements of the bylaws;

(4) all filed articles of merger and statements of conversion;

(5) all financial statements of the enterprise for the six most recent years;

(6) the six most recent annual reports delivered by the enterprise to the Secretary of State;

(7) the minutes of members' meetings for the six most recent years;

(8) evidence of all actions taken by members without a meeting for the six most recent years;

(9) a list containing:

(A) the name, in alphabetical order, and last known street address and, if different, mailing address of each patron member and each investor member; and

(B) if the enterprise has districts or classes of members, information from which each current member in a district or class may be identified;

(10) the federal income tax returns, any State and local income tax returns, and any tax reports of the enterprise for the six most recent years;

(11) accounting records maintained by the enterprise in the ordinary course of its operations for the six most recent years;

(12) the minutes of directors' meetings for the six most recent years;

(13) evidence of all actions taken by directors without a meeting for the six most recent years;

(14) the amount of money contributed and agreed to be contributed by each member;

(15) a description and statement of the agreed value of contributions other than money made and agreed to be made by each member;

(16) the times at which or events on the happening of which any additional contribution is to be made by each member;

(17) for each member, a description and statement of the member's interest or information from which the description and statement can be derived; and

(18) all communications concerning the enterprise made in a record to all members or to all members in a district or class for the six most recent years.

(b) If a mutual benefit enterprise has existed for less than the period for which records shall be maintained under subsection (a) of this section, the period for which records shall be kept is the period of the enterprise's existence.

(c) The organic rules may require that more information be maintained.
11 V.S.A. § 4082 — VT Code / Title 11 / Chapter 25 / Section 4082
§ 4082. Member's power to dissociate; wrongful dissociation
Status: in_force

(a) A person has the power to dissociate as a member from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to subdivision 4081(1) of this title.

(b) A member's dissociation from a limited liability company is wrongful only if the dissociation:

(1) is in breach of an express provision of the operating agreement or articles of organization; or

(2) occurs before the termination of the company and:

(A) the member withdraws as a member by express will;

(B) the member is expelled as a member by judicial determination under subdivision 4081(5) of this title;

(C) the member is dissociated under subdivision 4081(6)(A) of this title by becoming a debtor in bankruptcy; or

(D) in the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.

(c)(1) A person that wrongfully dissociates as a member from a limited liability company is liable to the company and, subject to section 4131 of this title, to the other members for damages caused by the dissociation.

(2) The liability is in addition to any other debt, obligation, or other liability of the member to the company or to the other members.
11A V.S.A. § 8.05 — VT Code / Title 11A / Chapter 8 / Section 8.05
§ 8.05. Terms of directors generally
Status: in_force

(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under section 8.06 of this title.

(c) A decrease in the number of directors does not shorten an incumbent director's term.

(d) The term of a director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office.

(e) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors.
11 V.S.A. § 4176 — VT Code / Title 11 / Chapter 25 / Section 4176
§ 4176. Scope of subchapter; other law
Status: in_force

Except as expressly provided otherwise, this subchapter does not exempt a BBLLC from any other judicial, statutory, or regulatory provision of Vermont law or federal law, including State and federal securities laws. Except to the extent inconsistent with the provisions of this subchapter, the provisions of the Vermont Limited Liability Company Act govern.
11 V.S.A. § 4136 — VT Code / Title 11 / Chapter 25 / Section 4136
§ 4136. Proceeds and expenses
Status: in_force

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

(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and

(2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.

(b) If a derivative action is successful, in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.

(c) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the approval of the court.
11B V.S.A. § 15.09 — VT Code / Title 11B / Chapter 15 / Section 15.09
§ 15.09. Resignation of registered agent of foreign corporation
Status: in_force

The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State for filing a statement of resignation pursuant to 11 V.S.A. § 1655.
11 V.S.A. § 1600 — VT Code / Title 11 / Chapter 14 / Section 1600
§ 1600. Deposits; sale of cooperative interests; escrow
Status: in_force

Deposits taken in connection with the sale of cooperative interests by a cooperative housing corporation, with respect to units intended for residential use shall be deposited and held in an interest-bearing escrow account for the benefit of the purchaser, until such time as the transaction closes unless the escrow requirement is expressly waived by the purchaser.
11 V.S.A. § 1635 — VT Code / Title 11 / Chapter 15 / Section 1635
§ 1635. Reregistration
Status: in_force

(a) A registrant shall reregister every five years by filing a reregistration with the Secretary of State with a fee of $65.00 not sooner than 60 days prior to the expiration of the original registration or of the last reregistration. The Secretary of State shall prepare and supply the necessary forms.

(b) When reregistration is not accomplished as provided in subsection (a) of this section, a business name may be registered by the first applicant making application to the Secretary of State for an original registration as provided by this subchapter.
11 V.S.A. § 1610 — VT Code / Title 11 / Chapter 14 / Section 1610
§ 1610. Separate taxation; mobile home cooperatives
Status: in_force

Each unit in a mobile home limited equity cooperative under proprietary lease, together with any improvements thereon and together with the proprietary lessee's cooperative interest in the common areas and facilities owned by the cooperative, shall be considered to be a parcel, and shall be subject to separate assessment and taxation as real property by each assessing unit and special district for all types of taxes authorized by law, including special ad valorem levies and special assessments. Each unit held by the cooperative not under proprietary lease, together with any improvements thereon, and together with the remaining and unissued cooperative interest in the common areas and facilities owned by the cooperative, may be combined and treated as one parcel for purposes of assessment and taxation at the discretion of the listers, and shall be subject to assessment and taxation as real property by each assessing unit and special district for all types of taxes authorized by law. Except for the units described in this section, no cooperative property, including common areas and facilities owned by the cooperative, shall be deemed to be a parcel subject to separate assessment and taxation.
11C V.S.A. § 819a — VT Code / Title 11C / Chapter 8 / Section 819a
§ 819a. Judicial action
Status: in_force

(a) A transaction effected or proposed to be effected by the enterprise, or by an entity controlled by the enterprise, may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the enterprise in a proceeding by a member or by or in the right of the enterprise on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.

(b) A director's conflicting interest transaction may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the enterprise in a proceeding by a member or by or in the right of the enterprise on the ground that the director has an interest respecting the transaction if:

(1) the directors' action respecting the transaction was taken in compliance with section 819b of this title at any time; or

(2) the members' action respecting the transaction was taken in compliance with section 819c of this title at any time; or

(3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the enterprise.
11A V.S.A. § 10.01 — VT Code / Title 11A / Chapter 10 / Section 10.01
§ 10.01. Authority to amend
Status: in_force

(a) A corporation may amend its articles of incorporation at anytime to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.

(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provision relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
11 V.S.A. § 4152 — VT Code / Title 11 / Chapter 25 / Section 4152
§ 4152. Domestication
Status: in_force

(a) A foreign limited liability company may become a limited liability company pursuant to this section, sections 4153 through 4155 of this title, and a plan of domestication, if:

(1) the foreign limited liability company's governing statute authorizes the domestication;

(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and

(3) the foreign limited liability company complies with its governing statute in effecting the domestication.

(b) A limited liability company may become a foreign limited liability company pursuant to this section, sections 4153 through 4155 of this title, and a plan of domestication, if:

(1) the foreign limited liability company's governing statute authorizes the domestication;

(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and

(3) the foreign limited liability company complies with its governing statute in effecting the domestication.

(c) A plan of domestication shall be in a record and shall include:

(1) the name of the domesticating company before domestication and the jurisdiction of its governing statute;

(2) the name of the domesticated company after domestication and the jurisdiction of its governing statute;

(3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and

(4) the organizational documents of the domesticated company that are, or are proposed to be, in a record.
11 V.S.A. § 1502 — VT Code / Title 11 / Chapter 13 / Section 1502
§ 1502. Signing and filing of articles
Status: in_force

In case it is voted to form a new corporation, a church, or religious or ecclesiastical corporation or society so voting, at the meeting when such vote is taken, shall authorize the secretary of such corporation or society to sign the name of such corporation or society to the articles of association of such new corporation. There shall be filed with the articles of association of such new corporation an attested copy of the minutes of the meeting of each corporation or society at which it was voted to form such new corporation. Upon the filing of the articles of association in the Office of the Secretary of State as required by section 1927 of this title, all rights, title, and interest of each church or religious or ecclesiastical corporation or society signing such articles of association shall vest in such new corporation.
11 V.S.A. § 3262 — VT Code / Title 11 / Chapter 22 / Section 3262
§ 3262. Dissociated partner's power to bind and liability to partnership
Status: in_force

(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter 9 of this title, is bound by an act of the dissociated partner which would have bound the partnership under section 3221 of this title before dissociation only if at the time of entering into the transaction the other party:

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

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

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

(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
11A V.S.A. § 15.07 — VT Code / Title 11A / Chapter 15 / Section 15.07
§ 15.07. Registered office and registered agent for service of process of foreign corporation
Status: in_force

Each foreign corporation authorized to transact business in this State must continuously maintain in this State:

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

(2) a registered agent for service of process, pursuant to 11 V.S.A. § 1655.
11C V.S.A. § 1605 — VT Code / Title 11C / Chapter 16 / Section 1605
§ 1605. Effect of conversion
Status: in_force

(a) An entity that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other law as it applies to the converted entity.

(b) When a conversion takes effect under this article:

(1) all property owned by the converting entity remains vested in the converted entity;

(2) all debts, liabilities, and other obligations of the converting entity continue as obligations of the converted entity;

(3) an action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;

(4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity;

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

(6) except as otherwise provided in the plan of conversion, the conversion does not dissolve a converting mutual benefit enterprise for purposes of article 12 of this title.

(c) A converted entity that is an entity organized under the laws of a jurisdiction other than this State consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting mutual benefit enterprise if, before the conversion, the converting mutual benefit enterprise was subject to suit in this State on the obligation. A converted entity that is an entity organized under the laws of a jurisdiction other than this State and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as under subsections 120(c) and (d) of this title.
11C V.S.A. § 119 — VT Code / Title 11C / Chapter 1 / Section 119
§ 119. Resignation of agent for service of process
Status: in_force

An agent for service of process may resign as agent by submitting to the Secretary of State for filing a statement of resignation pursuant to 11 V.S.A. § 1655.
11 V.S.A. § 4008 — VT Code / Title 11 / Chapter 25 / Section 4008
§ 4008. Change of designated office or agent for service of process
Status: in_force

(a) A limited liability company or foreign limited liability company may change its designated office by delivering to the Secretary of State for filing a statement of change that sets forth its current designated office information and any change to the information.

(b) A limited liability company or foreign limited liability company shall change its agent for service of process, or the agent's email or address information, by delivering to the Secretary for filing a statement of change pursuant to section 1655 of this title.
11B V.S.A. § 6.20 — VT Code / Title 11B / Chapter 6 / Section 6.20
§ 6.20. Differences in rights and obligations of members
Status: in_force

All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.
11 V.S.A. § 3423 — VT Code / Title 11 / Chapter 23 / Section 3423
§ 3423. Liability to third parties
Status: in_force

(a) Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of his or her rights and powers as a limited partner, he or she participates in the control of the business. However, if the limited partner participates in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) of this section solely by doing one or more of the following:

(1) being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director, or shareholder of a general partner that is a corporation;

(2) consulting with and advising a general partner with respect to the business of the limited partnership;

(3) acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;

(4) taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;

(5) requesting or attending a meeting of partners;

(6) proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:

(A) the dissolution and winding up of the limited partnership;

(B) the sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;

(C) the incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;

(D) a change in the nature of the business;

(E) the admission or removal of a general partner;

(F) the admission or removal of a limited partner;

(G) a transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;

(H) an amendment to the partnership agreement or certificate of limited partnership; or

(I) matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;

(7) winding up the limited partnership pursuant to section 3473 of this title; or

(8) exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.

(c) The enumeration in subsection (b) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him or her in the business of the limited partnership.

(d) A limited partner who knowingly permits his or her name to be used in the name of the limited partnership, except under circumstances permitted by subdivision 3402(a)(2) of this title, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
11 V.S.A. § 4041 — VT Code / Title 11 / Chapter 25 / Section 4041
§ 4041. No agency power of member as member
Status: in_force

(a) A member is not an agent of a limited liability company solely by reason of being a member.

(b) A person's status as a member does not prevent or restrict law other than this title from imposing liability on a limited liability company because of the person's conduct.
11 V.S.A. § 4107 — VT Code / Title 11 / Chapter 25 / Section 4107
§ 4107. Known claims against dissolved limited liability company
Status: in_force

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.

(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice shall:

(1) specify the information required to be included in a claim;

(2) provide a mailing address where the claim is to be sent;

(3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the written notice is received by the claimant; and

(4) state that the claim will be barred if not received by the deadline.

(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met, and:

(1) the claim is not received by the specified deadline; or

(2) in the case of a claim that is timely received but rejected by the company:

(A) the company causes the claimant to receive notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and

(B) the claimant does not commence the required action within the 90 days.

(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
11 V.S.A. § 4057 — VT Code / Title 11 / Chapter 25 / Section 4057
§ 4057. Liability for unlawful distributions
Status: in_force

(a) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of section 4056 of this title, the articles of organization, or a written operating agreement is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating section 4056 of this title, the articles of organization, or a written operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with section 4059 of this title.

(b) A member of a manager-managed limited liability company who knew a distribution was made to such member in violation of section 4056 of this title is personally liable to the limited liability company, but only to the extent that the distribution received by such member exceeded the amount that could properly have been paid under section 4056 of this title.

(c) A member or manager against whom an action is brought under this section may implead in the action all:

(1) other members or managers who voted for or assented to the distribution in violation of subsection (a) of this section and may compel contribution from them; and

(2) members who received a distribution in violation of subsection (b) of this section and may compel contribution from the member in the amount received in violation of subsection (b) of this section.

(d) A proceeding under this section is barred unless it is commenced within two years after the distribution.
11 V.S.A. § 4173 — VT Code / Title 11 / Chapter 25 / Section 4173
§ 4173. Authority; requirements
Status: in_force

Notwithstanding any provision of this chapter to the contrary:

(1) A BBLLC may provide for its governance, in whole or in part, through blockchain technology.

(2) The operating agreement for a BBLLC shall:

(A) provide a summary description of the mission or purpose of the BBLLC;

(B) specify whether the decentralized consensus ledger or database utilized or enabled by the BBLLC will be fully decentralized or partially decentralized and whether such ledger or database will be fully or partially public or private, including the extent of participants' access to information and read and write permissions with respect to protocols;

(C) adopt voting procedures, which may include smart contracts carried out on the blockchain technology, to address:

(i) proposals from managers, members, or other groups of participants in the BBLLC for upgrades or modifications to software systems or protocols, or both;

(ii) other proposed changes to the BBLLC operating agreement; or

(iii) any other matter of governance or activities within the purpose of the BBLLC;

(D) adopt protocols to respond to system security breaches or other unauthorized actions that affect the integrity of the blockchain technology utilized by the BBLLC;

(E) provide how a person becomes a member of the BBLLC with an interest, which may be denominated in the form of units, shares of capital stock, or other forms of ownership or profit interests; and

(F) specify the rights and obligations of each group of participants within the BBLLC, including which participants shall be entitled to the rights and obligations of members and managers.
11C V.S.A. § 205 — VT Code / Title 11C / Chapter 2 / Section 205
§ 205. Liability for inaccurate information in filed record
Status: in_force

If a record delivered to the Secretary of State for filing under this title and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person's behalf and knew at the time the record was signed that the information was inaccurate.
11 V.S.A. § 834 — VT Code / Title 11 / Chapter 4 / Section 834
§ 834. Acquisition procedure
Status: in_force

(a) If shares must be acquired under section 833 of this title, the professional corporation shall deliver a written notice to the executor or administrator of the estate of its deceased shareholder, or to the disqualified person or transferee, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification, or transfer. The offer notice must be accompanied by the corporation's balance sheet for a fiscal year ending not more than 16 months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholder equity for that year, and the latest available interim financial statement, if any.

(b) The disqualified person or the executor or administrator of the estate of a deceased shareholder has 30 days from the effective date of the notice to accept the corporation's offer or demand that the corporation commence a proceeding under section 835 of this title to determine the fair value of the disqualified person's or the estate's shares. If the disqualified person or the executor or administrator of the estate of a deceased shareholder accepts the offer, the corporation shall make payment of the shares within 60 days from the effective date of the offer notice (unless a later date is agreed on) upon the disqualified person's or the executor or administrator of the estate of a deceased shareholder's surrender of shares to the corporation.

(c) After the corporation makes payment for the shares, the disqualified person or the estate of a deceased shareholder has no further interest in them.
11 V.S.A. § 1656 — VT Code / Title 11 / Chapter 15 / Section 1656
§ 1656. Service of process; Secretary of State as agent
Status: in_force

(a) An agent for service of process appointed by a person registered with the Secretary of State is an agent for service of any process, notice, or demand required or permitted by law to be served upon the person.

(b) If a person registered with the Secretary of State fails to appoint or maintain an agent for service of process in this State as required by law, or the agent for service of process cannot with reasonable diligence be found at the agent's address, the Secretary of State is an agent of the person upon whom process, notice, or demand may be served.

(c)(1) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State duplicate copies of the process, notice, or demand.

(2) If the process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its principal office or last known address.

(d) Service is effective on the earliest of:

(1) the date the person receives the process, notice, or demand;

(2) the date shown on the return receipt, if signed on behalf of the person; or

(3) five days after the process, notice, or demand is deposited by the Secretary of State for delivery by the U.S. Postal Service, if postage is prepaid to the address of the principal office or last known address reflected in the records of the Secretary of State.

(e) The Secretary of State shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service.

(f) This section shall not affect the right to serve process, notice, or demand upon a person in any manner otherwise provided by law.
11 V.S.A. § 1638 — VT Code / Title 11 / Chapter 15 / Section 1638
§ 1638. Authority to reject, amend, or terminate
Status: in_force

(a) The Secretary of State shall have the authority to:

(1) reject a record submitted for filing that the Secretary reasonably determines contains false, fraudulent, or clearly erroneous information; and

(2) amend a record or terminate the registration of a person who the Secretary determines, after notice and opportunity for hearing pursuant to 3 V.S.A. chapter 25, has submitted false or fraudulent information in a record, or has attempted or submitted a record for filing in bad faith, without lawful authority, or to commit fraud or cause injury.

(b)(1) If the Secretary terminates the registration of a person pursuant to this section, or the Secretary's rejection or amendment of a record results in the person's failure to designate or maintain an agent for service of process, then the person appoints the Secretary as the person's agent for service of process.

(2) Upon receipt of process, the Secretary of State shall deliver by registered mail a copy of the process to the person's last known address.

(c) A person aggrieved by a final decision of the Secretary under this section may appeal to the Superior Court of Washington County, which shall consider the matter de novo.
11B V.S.A. § 10.08 — VT Code / Title 11B / Chapter 10 / Section 10.08
§ 10.08. Effect of amendment and restatement
Status: in_force

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
11 V.S.A. § 4145 — VT Code / Title 11 / Chapter 25 / Section 4145
§ 4145. Amendment or abandonment of plan of conversion
Status: in_force

(a) A plan of conversion of a domestic converting limited liability company may be amended:

(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

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

(A) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the converting company under the plan;

(B) the public organizational documents, if any, or private organizational documents of the converted organization which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted organization under its governing law or organizational documents; or

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

(b) A plan of conversion of a general or limited partnership may be amended:

(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

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

(A) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the converting company under the plan;

(B) the public organizational documents, if any, or private organizational documents of the converted organization which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted organization under its governing statute or governing documents; or

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

(c)(1) After a plan of conversion has been approved by a domestic converting limited liability company and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan.

(2) Unless prohibited by the plan, a domestic converting limited liability company may abandon the plan in the same manner as the plan was approved.

(d)(1) If a plan of conversion is abandoned after a statement of conversion has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by the converting organization, shall be delivered to the Secretary of State for filing before the statement of conversion becomes effective.

(2) The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective.

(3) The statement of abandonment shall contain:

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

(B) the date on which the statement of conversion was filed by the Secretary of State; and

(C) a statement that the conversion has been abandoned in accordance with this section.
11C V.S.A. § 101 — VT Code / Title 11C / Chapter 1 / Section 101
§ 101. Short title
Status: in_force

This title may be cited as the Mutual Benefit Enterprise Act.
11 V.S.A. § 4072 — VT Code / Title 11 / Chapter 25 / Section 4072
§ 4072. Transfer of distributional interest
Status: in_force

(a) A transfer, in whole or in part, of a distributional interest:

(1) is permissible;

(2) does not by itself cause a member's dissociation or a dissolution and winding up of the company's activities; and

(3) subject to section 4075 of this title, does not entitle the transferee to:

(A) become or to exercise any rights of a member:

(B) participate in the management or conduct of the company's activities; or

(C) except as otherwise provided in subsection 4073(d) of this title, have access to records or other information concerning the company's activities.

(b) A transfer of a distributional interest entitles the transferee to receive, in accordance with the transfer, the distributions to which the transferor would otherwise be entitled with respect to the interest.

(c) Except as otherwise provided in subdivision 4081(4)(B) of this title, if a member transfers a distributional interest, the transferor retains the rights of a member other than the distributional interest transferred and retains all duties and obligations of a member.

(d) A transfer of a distributional interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
11 V.S.A. § 3304 — VT Code / Title 11 / Chapter 22 / Section 3304
§ 3304. Activities not constituting transacting business
Status: in_force

(a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this subchapter include:

(1) maintaining, defending, or settling an action or proceeding;

(2) holding meetings of its partners 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 partnership'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 through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in personal property;

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

(9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions; and

(10) transacting business in interstate commerce.

(b) For purposes of this subchapter, the ownership in this State of income producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this State.

(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this State.
11A V.S.A. § 7.25 — VT Code / Title 11A / Chapter 7 / Section 7.25
§ 7.25. Quorum and voting requirements for voting groups
Status: in_force

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this title provide for a greater quorum, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this title require a greater number of affirmative votes.

(d) An amendment of the articles of incorporation adding, changing, or deleting a greater quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 7.27 of this title.

(e) The election of directors is governed by section 7.28 of this title.
11 V.S.A. § 4106 — VT Code / Title 11 / Chapter 25 / Section 4106
§ 4106. Distribution of assets in winding up limited liability company's business
Status: in_force

(a) In winding up a limited liability company's business, the assets of the company shall be applied to discharge its obligations to creditors, including members who are creditors. Any surplus shall be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.

(b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in proportion to each member's capital contributions.
11A V.S.A. § 20.08 — VT Code / Title 11A / Chapter 20 / Section 20.08
§ 20.08. Elimination of board of directors
Status: in_force

(a) A close corporation may operate without a board of directors as required by section 8.03 of this title only if its articles of incorporation contain a statement to that effect and contain a statement that the liability of directors imposed by law is instead imposed upon each person in whom the board's power is vested.

(b) An amendment to the articles of incorporation eliminating a board of directors must be approved by all the shareholders of the corporation, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators.

(c) While a corporation is operating without a board of directors as authorized by subsection (a) of this section:

(1) all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders;

(2) unless the articles of incorporation provide otherwise:

(A) action requiring director approval or both directors and shareholder approval is authorized if approved by the shareholders;

(B) action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage, respectively as the case may be, of the votes of shareholders entitled to vote on the action;

(3) a shareholder is not liable for his or her act or omission, although a director would be, unless the shareholder was entitled to vote on the action;

(4) a requirement by a state or the United States that a document delivered for filing contain a statement that a specified action has been taken by the board of directors is satisfied by a statement that the corporation is a close corporation without a board of directors and that the action was approved by the shareholders lawfully acting in the place of directors; and

(5) the shareholders by resolution may appoint one or more shareholders to sign documents as “designated directors.”

(d) An amendment to the articles of incorporation deleting the statement eliminating a board of directors shall be approved by the holders of at least two-thirds of the votes of each voting group of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. The amendment shall also specify the number, names and addresses of the corporation's directors or describe who will perform the duties of a board under section 8.01 of this title.
11 V.S.A. § 3252 — VT Code / Title 11 / Chapter 22 / Section 3252
§ 3252. Partner's power to dissociate; wrongful dissociation
Status: in_force

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision 3251(1) of this title.

(b) A partner's dissociation is wrongful only if:

(1) it is in breach of an express provision of the partnership agreement; or

(2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:

(A) the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under subdivisions 3251(6) through (10) of this title or wrongful dissociation under this subsection;

(B) the partner is expelled by judicial determination under subdivision 3251(5) of this title;

(C) the partner is dissociated by becoming a debtor in bankruptcy; or

(D) in the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.

(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
11B V.S.A. § 10.01 — VT Code / Title 11B / Chapter 10 / Section 10.01
§ 10.01. Authority to amend
Status: in_force

A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.
11 V.S.A. § 1089 — VT Code / Title 11 / Chapter 8 / Section 1089
§ 1089. Directors; officers
Status: in_force

(a) The bylaws of a worker cooperative shall provide for the election, terms, classifications, if any, and removal of directors and officers in accordance with the provisions of this chapter or the provisions of 11A V.S.A. chapter 8.

(b) Nonmembers may serve as directors or officers of a worker cooperative but at no time shall there be a majority of nonmember directors.

(c) Vacancies in director positions resulting from death, resignation, or removal shall be filled by vote of the member directors or by vote of the members.
11 V.S.A. § 3206 — VT Code / Title 11 / Chapter 22 / Section 3206
§ 3206. Governing law
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.

(b) The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
11 V.S.A. § 3474 — VT Code / Title 11 / Chapter 23 / Section 3474
§ 3474. Distribution of assets
Status: in_force

Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 3451 or 3454 of this title;

(2) except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 3451 or 3454 of this title; and

(3) except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
11A V.S.A. § 14.31 — VT Code / Title 11A / Chapter 14 / Section 14.31
§ 14.31. Procedure for judicial dissolution
Status: in_force

(a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Washington County. Venue for a proceeding brought by any other party named in section 14.30 of this title lies in the county where the corporation's principal office (or, if none in this State, its registered office) is or was last located.

(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
11C V.S.A. § 1607 — VT Code / Title 11C / Chapter 16 / Section 1607
§ 1607. Notice and action on plan of merger by constituent mutual benefit enterprise
Status: in_force

(a) For a mutual benefit enterprise to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the enterprise's organic rules.

(b) The board of directors shall call a members' meeting to consider a plan of merger approved by the board, hold the meeting not later than 90 days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:

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

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

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

(4) notice of the meeting at which the plan of merger will be considered, which shall be given in the same manner as notice of a special meeting of members.
11 V.S.A. § 1029 — VT Code / Title 11 / Chapter 7 / Section 1029
§ 1029. Soliciting breach of contract
Status: in_force

A person or corporation whose officers or employees knowingly induce or attempt to induce a member or stockholder of an association organized hereunder, or organized under similar statutes of other states, with similar restrictions and rights and operating in this State by legal authority, to breach his marketing contract with the association, or who maliciously and knowingly spreads false reports about the finances or management or activity thereof, shall be fined not less than $100.00 nor more than $1,000.00, and shall be liable to the association aggrieved in a civil suit in the penal sum of $500.00 for each offense.
11A V.S.A. § 13.24 — VT Code / Title 11A / Chapter 13 / Section 13.24
§ 13.24. Share restrictions
Status: in_force

(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 13.26 of this title.

(b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.
11 V.S.A. § 3301 — VT Code / Title 11 / Chapter 22 / Section 3301
§ 3301. Law governing foreign limited liability partnership
Status: in_force

(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.

(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State.

(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership.
11C V.S.A. § 1103 — VT Code / Title 11C / Chapter 11 / Section 1103
§ 1103. Power of estate of member
Status: in_force

Unless the organic rules provide for greater rights, if a member is dissociated because of death or is expelled by reason of being adjudged incompetent, the member's personal representative or other legal representative may exercise the rights of a transferee of the member's financial rights and, for purposes of settling the estate of a deceased member, may exercise the informational rights of a current member to obtain information under section 505 of this title.
11B V.S.A. § 11.06 — VT Code / Title 11B / Chapter 11 / Section 11.06
§ 11.06. Merger with foreign corporation
Status: in_force

(a) Except as provided in section 11.02 of this title, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:

(1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

(2) the foreign corporation complies with section 11.04 of this title if it is the surviving corporation of the merger; and

(3) each domestic nonprofit corporation complies with the applicable provisions of sections 11.01 through 11.03 of this title and, if it is the surviving corporation of the merger, with section 11.04 of this title.

(b) Upon the merger taking effect, the surviving foreign business or foreign nonprofit corporation for which a certificate of authority has not been issued is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it.
11C V.S.A. § 405 — VT Code / Title 11C / Chapter 4 / Section 405
§ 405. Approval of amendment
Status: in_force

(a) Subject to section 404 of this title and subsections (c) and (d) of this section, an amendment to the articles of organization shall be approved by:

(1) at least two-thirds of the voting power of members present at a members' meeting called under section 402 of this title; and

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

(b) Subject to section 404 of this title and subsections (c), (d), (e), and (f) of this section, an amendment to the bylaws shall be approved by:

(1) at least a majority vote of the voting power of all members present at a members' meeting called under section 402 of this title, unless the organic rules require a greater percentage; and

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

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

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

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

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

(d) Consent in a record by a member shall be delivered to a mutual benefit enterprise before delivery of an amendment to the articles of organization or restated articles of organization for filing pursuant to section 407 of this title if as a result of the amendment the member will have:

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

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

(e) The vote required to amend bylaws shall satisfy the requirements of subsection (a) of this section if the proposed amendment modifies:

(1) the equity capital structure of the mutual benefit enterprise, including the rights of the enterprise's members to share in profits or distributions or the relative rights, preferences, and restrictions granted to or imposed upon one or more districts, classes, or voting groups of similarly situated members;

(2) the transferability of a member's interest;

(3) the manner or method of allocation of profits or losses among members;

(4) the quorum for a meeting and the rights of voting and governance; or

(5) unless otherwise provided in the organic rules, the terms for admission of new members.

(f) Except for the matters described in subsection (e) of this section, the articles of organization may delegate amendment of all or a part of the bylaws to the board of directors without requiring member approval.

(g) If the articles of organization delegate amendment of bylaws to the board of directors, the board shall provide a description of any amendment of the bylaws made by the board to the members in a record not later than 30 days after the amendment, but the description may be provided at the next annual members' meeting if the meeting is held within the 30-day period.
11 V.S.A. § 3277 — VT Code / Title 11 / Chapter 22 / Section 3277
§ 3277. Settlement of accounts and contributions among partners
Status: in_force

(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.

(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 3226 of this title.

(c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 3226 of this title. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 3226 of this title.

(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 3226 of this title.

(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.

(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
11 V.S.A. § 3488 — VT Code / Title 11 / Chapter 23 / Section 3488
§ 3488. Action by Attorney General
Status: in_force

The Attorney General may bring an action in the Civil Division of the Superior Court to collect the penalties imposed under section 3487 of this title and to restrain a foreign limited partnership from transacting business in this State in violation of this subchapter.
11C V.S.A. § 406 — VT Code / Title 11C / Chapter 4 / Section 406
§ 406. Restated articles of organization
Status: in_force

A mutual benefit enterprise, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended. Restated articles may contain amendments if the restated articles are adopted in the same manner and with the same vote as required for amendments to the articles under subsection 405(a) of this title. Upon filing, restated articles supersede the existing articles and all amendments.
11 V.S.A. § 3464 — VT Code / Title 11 / Chapter 23 / Section 3464
§ 3464. Right of assignee to become limited partner
Status: in_force

(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or all other partners consent.

(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his or her assignor to make and return contributions as provided in subchapters 5 and 6 of this title. However, the assignee is not obligated for liabilities unknown to the assignee at the time he or she became a limited partner.

(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under sections 3417 and 3442 of this title.
11C V.S.A. § 816 — VT Code / Title 11C / Chapter 8 / Section 816
§ 816. Voting
Status: in_force

(a) Each director shall have one vote for purposes of decisions made by the board of directors.

(b) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors.
11A V.S.A. § 20.03 — VT Code / Title 11A / Chapter 20 / Section 20.03
§ 20.03. Incorporation of a close corporation
Status: in_force

A close corporation shall be formed in accordance with sections 2.01, 2.02, 2.03, and 2.05 of this title, except that its articles of incorporation shall also contain the provisions required by section 20.02 of this title.
11A V.S.A. § 2.06 — VT Code / Title 11A / Chapter 2 / Section 2.06
§ 2.06. Bylaws
Status: in_force

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

(b) The bylaws of a corporation may contain any provisions for managing the business and regulating the affairs of the corporation that are not inconsistent with law or the articles of incorporation, and may be stored or depicted in any tangible or electronic medium.
11B V.S.A. § 2.01 — VT Code / Title 11B / Chapter 2 / Section 2.01
§ 2.01. Incorporators
Status: in_force

One or more persons of majority age may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
11A V.S.A. § 11.03 — VT Code / Title 11A / Chapter 11 / Section 11.03
§ 11.03. Plan of conversion
Status: in_force

(a) A domestic corporation may convert to a different type of organization under section 11.02 of this title by approving a plan of conversion, and a domestic organization, other than a corporation, may convert into a domestic corporation by approving a plan of conversion. The plan shall be in a record and shall contain:

(1) the name of the converting corporation or organization;

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

(3) the manner and basis for converting an interest holder's interest in the converting organization into any combination of an interest in the converted organization and other consideration;

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

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

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

(7) any other provision required by the law of this State or the organizational documents of the converting corporation.

(b) A plan of conversion may contain any other provision not prohibited by law.
11 V.S.A. § 852 — VT Code / Title 11 / Chapter 4 / Section 852
§ 852. Judicial dissolution
Status: in_force

The Attorney General may commence a proceeding under 11A V.S.A. §§ 14.30-14.33 to dissolve a professional corporation, if:

(1) the Secretary of State or a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorporation serves written notice on the corporation under 11A V.S.A. § 5.04 that it has violated or is violating a provision of this chapter;

(2) the corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the Secretary of State or licensing authority that it did not occur, within 60 days after service of the notice is perfected under 11A V.S.A. § 5.04; and

(3) the Secretary of State or licensing authority certifies to the Attorney General a description of the violation, that it notified the corporation of the violation, and that the corporation did not correct it, or demonstrate that it did not occur, within 60 days after perfection of service of the notice.
11 V.S.A. § 4055 — VT Code / Title 11 / Chapter 25 / Section 4055
§ 4055. Sharing of profits and losses and right to distributions
Status: in_force

(a) The profits and losses of a limited liability company shall be allocated among the members or the holders of distributional interests, as the case may be, in proportion to the agreed value, as stated in the limited liability company records required to be kept under this chapter, of the contributions made by each member, taking into account variations in the capital contributions of each member during the period for which such allocations are made.

(b) Any distributions made by a limited liability company before its dissolution and winding up shall be made among the members or the holders of distributional interests, as the case may be, in proportion to the agreed value of the contributions made by each member as of the date of such distribution.

(c)(1) A member has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution.

(2) A person's dissociation does not entitle the person to a distribution.

(d) A member has no right to receive, and may not be required to accept, a distribution in kind.

(e) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
11B V.S.A. § 8.13 — VT Code / Title 11B / Chapter 8 / Section 8.13
§ 8.13. Financially disinterested majority-Public benefit corporations
Status: in_force

(a) No more than 49 percent of the individuals serving on the board of any public benefit corporation may be financially interested persons.

(b) For the purposes of this section, “financially interested persons” means:

(1) individuals who have received or are entitled to receive compensation, directly or indirectly, from the corporation for services rendered to it within the previous 12 months, whether as full- or part-time employees, independent contractors, consultants, or otherwise, excluding any reasonable payments made to directors for serving as directors; or

(2) any spouse, brother, sister, parent, or child of any such individual.

(c) The failure to comply with the provisions of this section shall not affect the validity or enforceability of any transaction entered into by a corporation.
11 V.S.A. § 837 — VT Code / Title 11 / Chapter 4 / Section 837
§ 837. Cancellation of disqualified shares
Status: in_force

If the shares of a disqualified person or the estate of a deceased shareholder are not acquired under section 834 or 835 of this title within 10 months after the death of the shareholder or within five months after the disqualification or transfer, the professional corporation shall immediately cancel the shares on its books, and the disqualified person or the estate of a deceased shareholder has no further interest as a shareholder in the corporation, other than the right to payment of the fair value of the shares under section 834 or 835 of this title.
11A V.S.A. § 6.03 — VT Code / Title 11A / Chapter 6 / Section 6.03
§ 6.03. Issued and outstanding shares
Status: in_force

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.

(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to section 6.40 of this title.

(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
11 V.S.A. § 1571 — VT Code / Title 11 / Chapter 13 / Section 1571
§ 1571. Authority to act as trustee
Status: in_force

A religious state convention organized under the laws of this State is hereby authorized to act as trustee under deeds, wills, or otherwise when such convention is a beneficiary under the trust.
11 V.S.A. § 1062 — VT Code / Title 11 / Chapter 7 / Section 1062
§ 1062. Filing of articles
Status: in_force

The articles of merger or consolidation, or a duplicate original thereof, or a copy duly certified by the clerk or secretary of the consolidating cooperative or the new cooperative, shall be filed in the Office of the Secretary of State of this State and with the Secretary of Agriculture, Food and Markets, and if the same affects title to real estate in this State, shall be recorded in the office where by law a deed of such real estate is required to be recorded. The making and perfecting of such merger or consolidation shall not be effective until the same is filed in the Office of the Secretary of State as herein provided, and in the case of the new cooperative, if the same is to have capital stock, until it has filed an affidavit of the proposed issue of its stock.
11C V.S.A. § 807 — VT Code / Title 11C / Chapter 8 / Section 807
§ 807. Removal of director
Status: in_force

Unless the organic rules otherwise provide, the following rules apply:

(1) Members may remove a director with or without cause.

(2) A member or members holding at least 10 percent of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more signed petitions submitted to the officer of the mutual benefit enterprise charged with keeping its records.

(3) Upon receipt of a petition for removal of a director, an officer of the enterprise or the board of directors shall:

(A) call a special meeting of members to be held not later than 90 days after receipt of the petition by the enterprise; and

(B) mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal and to the director to be removed notice of the meeting which complies with section 508 of this title.

(4) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director at the time of the vote.
11A V.S.A. § 7.07 — VT Code / Title 11A / Chapter 7 / Section 7.07
§ 7.07. Record date
Status: in_force

(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

(b) A record date fixed under this section may not be less than 10 nor more than 70 days before the meeting or action requiring a determination of shareholders.

(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
11A V.S.A. § 10.21 — VT Code / Title 11A / Chapter 10 / Section 10.21
§ 10.21. Bylaw increasing quorum or voting requirement for shareholders
Status: repealed

(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this section may not be adopted, amended, or repealed by the board of directors.
11 V.S.A. § 4081 — VT Code / Title 11 / Chapter 25 / Section 4081
§ 4081. Events causing member's dissociation
Status: in_force

A person is dissociated from a limited liability company upon the occurrence of any of the following events:

(1) the company's having notice of the member's express will to withdraw upon the date of notice or, if a later withdrawal date is specified by the member, on the later date;

(2) an event agreed to in the operating agreement as causing the member's dissociation;

(3) the member's expulsion pursuant to the operating agreement;

(4) the member's expulsion by unanimous vote of the other members if:

(A) it is unlawful to carry on the company's business with the person as a member;

(B) there has been a transfer of substantially all of the member's distributional interest, other than a transfer for security purposes, or a court order charging the member's distributional interest, which has not been foreclosed;

(C) a corporation that is a member fails to obtain a revocation of its certificate of dissolution or a reinstatement of its charter or its right to conduct business within 90 days after the company notifies such member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation; or

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

(5) on application by the company or another member, the member's expulsion by judicial determination because the member:

(A) engaged in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company's business;

(B) willfully or persistently committed a material breach of the operating agreement or of a duty owed to the company or the other members under section 4059 of this title; or

(C) engaged in conduct relating to the company's business which makes it not reasonably practicable to carry on the business with the person as a member;

(6) in a member-managed limited liability company, the member:

(A) becomes a debtor in bankruptcy;

(B) executes an assignment for the benefit of creditors;

(C) seeks, consents to, or acquiesces in, the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property; or

(D) fails, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property obtained without the member's consent or acquiescence, or fails within 90 days after the expiration of a stay to have the appointment vacated;

(7) in the case of a member who is an individual:

(A) the member's death; or

(B) in a member-managed limited liability company:

(i) the appointment of a guardian or general conservator for the member; or

(ii) a judicial determination that the member has otherwise become incapable of performing the member's duties under the operating agreement;

(8) in the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust's entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee;

(9) in the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate's entire distributional interest in the company, but not merely the substitution of a successor personal representative;

(10) termination of the existence of a member if the member is not an individual, partnership, limited liability company, corporation, estate, or trust;

(11) the company participates in a merger under subchapter 10 of this chapter and:

(A) the company is not the surviving entity; or

(B) the person otherwise ceases to be a member as a result of the merger;

(12) the company participates in a conversion under subchapter 10 of this chapter;

(13) the company participates in a domestication under subchapter 10 of this chapter, and, the person ceases to be a member as a result of the domestication; or

(14) termination of a member's continued membership in a limited liability company for any other reason.
11 V.S.A. § 1532 — VT Code / Title 11 / Chapter 13 / Section 1532
§ 1532. Recognizance
Status: in_force

Before issuing the citation the petitioners shall cause some other person to recognize to such corporation or society in not less than $500.00, to the satisfaction of the clerk of the court, conditioned that the petitioners will prosecute their petition to effect, and answer the damages and costs if judgment is rendered against them. A minute of the recognizance, with the name of the surety and the sum in which he or she is bound, shall be made upon the citation at the time of signing the same, and signed by the clerk. If such citation is otherwise issued, on motion it shall abate.
11 V.S.A. § 815 — VT Code / Title 11 / Chapter 4 / Section 815
§ 815. Short title
Status: in_force

This chapter shall be known and may be cited as the Vermont Professional Corporation Act.
11C V.S.A. § 805 — VT Code / Title 11C / Chapter 8 / Section 805
§ 805. Term of director
Status: in_force

(a) Unless the organic rules otherwise provide and subject to subsections (c) and (d) of this section and subsection 303(c) of this title, the term of a director expires at the annual members' meeting following the director's election or appointment. The term of a director may not exceed three years.

(b) Unless the organic rules otherwise provide, a director may be reelected.

(c) Except as otherwise provided in subsection (d) of this section, a director continues to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies.

(d) Unless the organic rules otherwise provide, a director does not serve the remainder of the director's term if the director ceases to qualify to be a director.
11 V.S.A. § 1065 — VT Code / Title 11 / Chapter 7 / Section 1065
§ 1065. Preservation of rights and liabilities
Status: in_force

All rights of creditors and liens upon the property of the consolidating cooperatives shall be preserved unimpaired; and all debts, liabilities, and duties of each consolidating cooperative shall thenceforth become the obligation of the new cooperative and may be enforced against the latter to the same extent as if the obligations and liabilities had been incurred or contracted by it.
11A V.S.A. § 6.31 — VT Code / Title 11A / Chapter 6 / Section 6.31
§ 6.31. Corporation's power to acquire its own shares
Status: in_force

(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.

(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.

(c) The board of directors may adopt articles of amendment under this section without shareholder action and deliver them to the Secretary of State for filing. The articles must set forth:

(1) the name of the corporation;

(2) the reduction in the number of authorized shares, itemized by class and series; and

(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
11A V.S.A. § 16.20 — VT Code / Title 11A / Chapter 16 / Section 16.20
§ 16.20. Financial statements for shareholders
Status: in_force

(a) A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If the annual financial statements are reported upon by a public accountant, his or her report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:

(1) stating his or her reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) describing any respect in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(c) A corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail to the shareholder the latest financial statements.
11C V.S.A. § 110 — VT Code / Title 11C / Chapter 1 / Section 110
§ 110. Relation to restraint of trade and antitrust laws
Status: in_force

To the extent that a mutual benefit enterprise or activities conducted by the enterprise in this State meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provision of the restraint of trade or antitrust laws of this State, the enterprise and its activities are entitled to the exemption or immunity. This section does not create any new exemption or immunity for an enterprise or affect any exemption or immunity provided to a cooperative organized under any other law.
11 V.S.A. § 3434 — VT Code / Title 11 / Chapter 23 / Section 3434
§ 3434. Contributions by general partner
Status: in_force

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the partnership as a limited partner.
11A V.S.A. § 11.13 — VT Code / Title 11A / Chapter 11 / Section 11.13
§ 11.13. Domestication authorized
Status: in_force

(a) A foreign corporation may become a domestic corporation pursuant to this section and sections 11.14 through 11.17 of this title and a plan of domestication if:

(1) the foreign corporation's governing statute and its organizational documents permit the domestication; and

(2) the foreign corporation complies with its governing statute and organizational documents.

(b) A domestic corporation may become a foreign corporation pursuant to this section and sections 11.14 through 11.17 of this title and a plan of domestication if:

(1) its organizational documents permit the domestication; and

(2) the corporation complies with this section and sections 11.14 through 11.17 of this title and its organizational documents.

(c) A plan of domestication shall be in a record and shall include:

(1) the name of the domesticating corporation before domestication and the jurisdiction of its governing statute;

(2) the name of the domesticated corporation after domestication and the jurisdiction of its governing statute;

(3) the terms and conditions of the domestication, including the manner and basis for converting an interest holder's interest in the domesticating organization into any combination of an interest in the domesticated organization and other consideration; and

(4) the organizational documents of the domesticated corporation that are, or are proposed to be, in a record.
11B V.S.A. § 16.03 — VT Code / Title 11B / Chapter 16 / Section 16.03
§ 16.03. Scope of inspection right
Status: in_force

(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.

(b) The right to copy records under section 16.02 of this title includes, if reasonable, the right to receive copies on computer diskette, or made by photographic, xerographic, or other means.

(c) The corporation may impose a reasonable charge for labor and materials necessary to provide copies of any document for a member. The charge may not exceed the estimated cost of such copies.

(d) The corporation may comply with a member's demand to inspect the record of members under subdivision 16.02(b)(3) of this title by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
11A V.S.A. § 8.61 — VT Code / Title 11A / Chapter 8 / Section 8.61
§ 8.61. Judicial action
Status: in_force

(a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.

(b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder, or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if:

(1) the directors' action respecting the transaction was taken in compliance with section 8.62 of this title at any time;

(2) the shareholders' action respecting the transaction was taken in compliance with section 8.63 of this title at any time; or

(3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
11 V.S.A. § 1087 — VT Code / Title 11 / Chapter 8 / Section 1087
§ 1087. Voting shares; bylaws; amendment of articles of organization
Status: in_force

(a) No capital stock other than membership shares shall be given voting power in a worker cooperative except as otherwise provided in this chapter or in the articles of incorporation.

(b) Notwithstanding 11A V.S.A. § 10.20, the power to adopt, amend, or repeal bylaws of a worker cooperative shall be in the members only.

(c) 11A V.S.A. chapter 10, subchapter 1 relating to amendments to the articles of incorporation shall be construed to limit voting on any amendment of the articles of incorporation of a worker cooperative to the members, except that amendments affecting the rights of a class of stockholders may not be adopted without the vote of such stockholders in accordance with 11A V.S.A. § 10.04.
11 V.S.A. § 805 — VT Code / Title 11 / Chapter 3 / Section 805
§ 805. Issuance and transfer of shares
Status: in_force

A professional corporation may issue the shares of its capital stock only to persons who are duly licensed to render the same specific professional service as those for which the corporation was organized. A shareholder may voluntarily transfer his or her shares in a professional corporation only to a person who is duly licensed to render the same specific professional services as those for which the corporation was organized. Any shares issued in violation of this section shall be null and void. The voluntary transfer of any shares in violation of this section shall be null and void. No shares may be transferred upon the books of the professional corporation or issued by it until there is presented to and filed with the corporation a certificate by the regulating board stating that the person to whom the transfer is to be made or the shares issued is duly licensed to render the same specific professional services as those for which the corporation was organized. (1963, No. 218, § 6, eff. July 3, 1963.)
11A V.S.A. § 12.01 — VT Code / Title 11A / Chapter 12 / Section 12.01
§ 12.01. Sale of assets in regular course of business and mortgage of assets
Status: in_force

(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:

(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;

(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or

(3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation.

(b) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (a) of this section is not required.
11 V.S.A. § 4007 — VT Code / Title 11 / Chapter 25 / Section 4007
§ 4007. Designated office and agent
Status: in_force

A limited liability company and a foreign limited liability company authorized to do business in this State shall designate and continuously maintain:

(1) a designated office for notification purposes, which may but need not be a place of its business, and may but need not be located in this State; and

(2) an agent for service of process pursuant to section 1655 of this title.
11 V.S.A. § 3275 — VT Code / Title 11 / Chapter 22 / Section 3275
§ 3275. Statement of dissolution
Status: in_force

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection 3223(d) of this title, and is a limitation on authority for the purposes of subsection 3223(e) of this title.

(c) For the purposes of sections 3221 and 3274 of this title, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed.

(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections 3223(d) and (e) of this title in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
11A V.S.A. § 3.02 — VT Code / Title 11A / 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 and convenient to carry out its business and affairs, including without limitation power:

(1) To sue and be sued, complain and defend in its corporate name. A court or other adjudicative body shall permit a corporation to appear through a nonattorney representative if:

(A) the proposed nonattorney representative is authorized to represent the corporation;

(B) the proposed nonattorney representative demonstrates adequate legal knowledge and skills to represent the organization without unduly burdening the opposing party or the court; and

(C) the proposed nonattorney representative shares a common interest with the corporation.

(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 managing the business and regulating 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.

(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the property.

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

(7) To make contracts, including partnership agreements, and guarantees, and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by covenants requiring the consent of another person to an action to be taken by the corporation and by mortgage or pledge of any of its property, franchises, or income.

(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.

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

(10) To conduct its business, locate offices, and exercise the powers granted by this title within or outside this State.

(11) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit.

(12) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or 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.

(14) To transact any lawful business that will aid governmental policy.

(15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

(16) To delegate to any other person the authority to act for or in the name of the corporation.
11B V.S.A. § 8.55 — VT Code / Title 11B / Chapter 8 / Section 8.55
§ 8.55. Determination and authorization of indemnification
Status: in_force

(a) Except as provided in section 8.53 of this title, a corporation may not indemnify a director under section 8.51 of this title prior to the final resolution of a proceeding, whether by judgment, order, settlement, conviction, plea, or otherwise, and unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct as set forth in section 8.51 of this title.

(b) The determination shall be made:

(1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(2) if a quorum cannot be obtained under subdivision (1) of this subsection, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

(3) by special legal counsel:

(A) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2) of this subsection; or

(B) if a quorum of the board cannot be obtained under subdivision (1) of this subsection and a committee cannot be designated under subdivision (2) of this subsection, selected by majority vote of the full board in which selections directors who are parties may participate; or

(4) by the members of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination.

(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) of this section to select counsel.

(d) A director of a public benefit corporation may not be indemnified until 20 days after the effective date of written notice to the Attorney General of the proposed indemnification.
11 V.S.A. § 4135 — VT Code / Title 11 / Chapter 25 / Section 4135
§ 4135. Special litigation committee
Status: in_force

(a)(1) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company.

(2) If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation.

(3) This subsection shall not prevent the court from:

(A) enforcing a person's right to information under section 4058 of this title; or

(B) granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

(b) A special litigation committee shall be composed of one or more disinterested and independent individuals, who may be members.

(c) A special litigation committee may be appointed:

(1) in a member-managed limited liability company:

(A) by the affirmative vote or consent of a majority of the members not named as parties in the proceeding; or

(B) if all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or

(2) in a manager-managed limited liability company:

(A) by a majority of the managers not named as parties in the proceeding; or

(B) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants.

(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:

(1) continue under the control of the plaintiff;

(2) continue under the control of the committee;

(3) be settled on terms approved by the committee; or

(4) be dismissed.

(e)(1) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, and shall serve each party with a copy of the determination and report.

(2) The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof.

(3) If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee.

(4) Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff.
11A V.S.A. § 11.07 — VT Code / Title 11A / Chapter 11 / Section 11.07
§ 11.07. Effect of conversion
Status: in_force

(a) When a conversion takes effect:

(1) The converted organization is:

(A) organized under and subject to the governing statute of the converted organization; and

(B) the same organization continuing without interruption as the converting organization.

(2) The property of the converting organization continues to be vested in the converted organization without transfer, assignment, reversion, or impairment.

(3) The debts, obligations, and other liabilities of the converting organization continue as debts, obligations, and other liabilities of the converted organization.

(4) Except as otherwise provided by law or the plan of conversion, the rights, privileges, immunities, powers, and purposes of the converting organization remain in the converted organization.

(5) A court or other authority may substitute the name of the converted organization for the name of the converting organization in any pending action or proceeding.

(6) The public organizational documents of the converted organization takes effect.

(7) The provisions of the organizational documents of the converted organization that are required to be in a record, if any, that were approved as part of the plan of conversion take effect.

(8) The interests in the converting organization are converted, and the interest holders of the converting organization are entitled only to the rights provided to them under the plan of conversion.

(b) Except as otherwise provided in the organizational documents of a domestic converting organization, a conversion does not give rise to any rights that a shareholder, member, partner, limited partner, director, or third party would have upon a dissolution, liquidation, or winding up of the converting organization.

(c) When a conversion takes effect, a person who did not have personal liability with respect to the converting organization and becomes subject to personal liability with respect to the converted organization as a result of the conversion has personal liability only to the extent provided by the governing statute of the converted organization and only for those debts, obligations, and other liabilities that the converted organization incurs after the conversion.

(d) When a conversion takes effect, a person who had personal liability for a debt, obligation, or other liability of the converting organization but who does not have personal liability with respect to the converted organization is subject to the following rules:

(1) The conversion does not discharge any personal liability under this title to the extent the personal liability was incurred before the conversion took effect.

(2) The person does not have personal liability under this title for any debt, obligation, or other liability that arises after the conversion takes effect.

(3) This title continues to apply to the release, collection, or discharge of any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.

(4) The person has the rights of contribution from another person that are provided by this title, law other than this title, or the organizational documents of the converting organization with respect to any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.

(e) When a conversion takes effect, a person may serve a foreign organization that is the converted organization with process in this State for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in section 5.04 of this title.

(f) If the converting organization is a registered foreign organization, its registration to do business in this State is canceled when the conversion takes effect.

(g) A conversion does not require an organization to wind up its affairs and does not constitute or cause the dissolution of the organization.
11A V.S.A. § 20.07 — VT Code / Title 11A / Chapter 20 / Section 20.07
§ 20.07. Annual meeting
Status: in_force

(a) The annual meeting date for a close corporation is the first business day after February 1 unless its articles of incorporation, bylaws, or a shareholder agreement authorized by section 20.09 of this title fixes a different date.

(b) A close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting at least 30 days before the meeting date determined under subsection (a) of this section.
11A V.S.A. § 8.56 — VT Code / Title 11A / Chapter 8 / Section 8.56
§ 8.56. Indemnification of officers, employees, and agents
Status: in_force

Unless a corporation's articles of incorporation limit indemnification of an officer, employee, or agent of the corporation:

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

(2) the corporation may indemnify and advance expenses under this subchapter to an officer, employee, or agent of the corporation who is not a director to the same extent as a director.
11B V.S.A. § 14.01 — VT Code / Title 11B / Chapter 14 / Section 14.01
§ 14.01. Dissolution by incorporators or directors
Status: in_force

(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution.

(b) The corporation shall give notice of any meeting at which dissolution will 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 dissolution of the corporation.

(c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
11 V.S.A. § 4124 — VT Code / Title 11 / Chapter 25 / Section 4124
§ 4124. Jurisdiction
Status: in_force

(a) Vermont and other courts designated pursuant to section 4122 of this title shall have jurisdiction over all disputes relating to the internal governance affairs of a foreign law limited liability company.

(b) In adjudicating any dispute relating to the internal governance affairs of a foreign law limited liability company, the court may rely on its own English translation of the designated law and on testimony of experts, opinions of counsel, advisory opinions, or declaratory or binding judgments, and other appropriate evidence.
11 V.S.A. § 4052 — VT Code / Title 11 / Chapter 25 / Section 4052
§ 4052. Form of contribution
Status: in_force

A contribution may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, agreements to contribute money or property, or contracts for services to be performed.
11C V.S.A. § 601 — VT Code / Title 11C / Chapter 6 / Section 601
§ 601. Member's interest
Status: in_force

A member's interest:

(1) is personal property;

(2) consists of:

(A) governance rights;

(B) financial rights; and

(C) the right or obligation, if any, to do business with the mutual benefit enterprise; and

(3) may be in certificated or uncertificated form.
11A V.S.A. § 15.06 — VT Code / Title 11A / Chapter 15 / Section 15.06
§ 15.06. Corporate name of foreign corporation
Status: reserved

(a) If the corporate name of a foreign corporation does not satisfy the requirements of section 4.01 of this title, the foreign corporation to obtain or maintain a certificate of authority to transact business in this State:

(1) may add the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” to its corporate name for use in this State; or

(2) may adopt an alternate name to transact business in this State if its corporate name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the alternate name.

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

(c) A foreign corporation may apply to the Secretary of State for authorization to use in this State the name of another corporation incorporated or authorized to transact business in this State that is not distinguishable in the records from one or more of the names described in subsection (b) of this section, by submitting to the Secretary of State a satisfactory written form indicating the other corporation's consent and change of name.

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

(1) has merged with the other corporation;

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

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

(e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of section 4.01 of this title, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of section 4.01 and obtains an amended certificate of authority under section 15.04 of this title.
11C V.S.A. § 102 — VT Code / Title 11C / Chapter 1 / Section 102
§ 102. Definitions
Status: in_force

As used in this title, the following words have the following meanings:

(1) “Articles of organization” means the articles of organization of a mutual benefit enterprise required by section 302 of this title. The term includes the articles as amended or restated.

(2) “Board of directors” means the board of directors of a mutual benefit enterprise.

(3) “Bylaws” means the bylaws of a mutual benefit enterprise. The term includes the bylaws as amended or restated.

(4) “Certificate of authority” means a certificate issued by the Secretary of State for a foreign enterprise to transact business in this State.

(5) “Contribution,” except as used in subsection 1008(c) of this title, means a benefit that a person provides to a mutual benefit enterprise to become or remain a member or in the person's capacity as a member.

(6) “Cooperative” means an entity organized under any cooperative law of any jurisdiction.

(7) “Designated office” means the office that a mutual benefit enterprise or a foreign enterprise is required to designate and maintain under subdivision 117(a)(1) of this title.

(8) “Director” means a director of a mutual benefit enterprise.

(9) “Distribution,” except as used in subsection 1007(e) of this title, means a transfer of money or other property from a mutual benefit enterprise to a member because of the member's financial rights or to a transferee of a member's financial rights.

(10) “Entity” means a person other than an individual.

(11) “Financial right” means the right to participate in allocations and distributions as provided in articles 10 and 12 of this title but does not include rights or obligations under a marketing contract governed by article 7 of this title.

(12) “Foreign enterprise” means an entity organized in a jurisdiction other than this State under a law similar to this title.

(13) “Governance right” means the right to participate in governance of a mutual benefit enterprise.

(14) “Investor member” means a member that has made a contribution to a mutual benefit enterprise and:

(A) is not required by the organic rules to conduct patronage with the enterprise in the member's capacity as an investor member in order to receive the member's interest; or

(B) is not permitted by the organic rules to conduct patronage with the enterprise in the member's capacity as an investor member in order to receive the member's interest.

(15) “Mutual benefit enterprise” means an enterprise organized under this title.

(16) “Member” means a person that is admitted as a patron member or investor member or both in a mutual benefit enterprise. The term does not include a person that has dissociated as a member.

(17) “Member's interest” means the interest of a patron member or investor member under section 601 of this title.

(18) “Members' meeting” means an annual members' meeting or special meeting of members.

(19) “Organic law” means the statute providing for the creation of an entity or principally governing its internal affairs.

(20) “Organic rules” means the articles of organization and bylaws of a mutual benefit enterprise.

(21) “Organizer” means an individual who signs the initial articles of organization.

(22) “Patron member” means a member that has made a contribution to a mutual benefit enterprise and:

(A) is required by the organic rules to conduct patronage with the enterprise in the member's capacity as a patron member in order to receive the member's interest; or

(B) is permitted by the organic rules to conduct patronage with the enterprise in the member's capacity as a patron member in order to receive the member's interest.

(23) “Patronage” means business transactions between a mutual benefit enterprise and a person that entitles the person to receive financial rights based on the value or quantity of business done between the enterprise and the person.

(24) “Person” means an individual; corporation; business trust; cooperative; estate; trust; partnership; limited partnership; limited liability company; mutual benefit enterprise; joint venture; association; public corporation; government or governmental subdivision, agency, or instrumentality; or any other legal or commercial entity.

(25) “Principal office” means the principal executive office of a mutual benefit enterprise or foreign enterprise, whether or not in this State.

(26) “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(27) “Required information” means the information a mutual benefit enterprise is required to maintain under section 114 of this title.

(28) “Sign” means with present intent to authenticate or adopt a record:

(A) to execute or adopt a tangible symbol; or

(B) to attach to or logically associate with the record an electronic symbol, sound, or process.

(29) “State” means a state of the United States, District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(30) “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.

(31) “Voting group” means any combination of one or more voting members in one or more districts or classes that under the organic rules or this title are entitled to vote and can be counted together collectively on a matter at a members' meeting.

(32) “Voting member” means a member that, under the organic law or organic rules, has a right to vote on matters subject to vote by members under the organic law or organic rules.

(33) “Voting power” means the total current power of members to vote on a particular matter for which a vote may or is to be taken.