11 V.S.A. § 4131 — VT Code / Title 11 / Chapter 25 / Section 4131
§ 4131. Direct action by member
Status: in_force

(a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement, under this title, or arising independently of the membership relationship.

(b) A member who maintains a direct action under this section must prove an actual or threatened injury to the member that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
11A V.S.A. § 1.29 — VT Code / Title 11A / Chapter 1 / Section 1.29
§ 1.29. Signing false documents
Status: in_force

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

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

(c) A person harmed by reliance on a false document filed in violation of the provisions of subsection (a) of this section may bring an action against the person signing and filing such document for damages and such further relief as the court deems proper.
11A V.S.A. § 8.08 — VT Code / Title 11A / Chapter 8 / Section 8.08
§ 8.08. Removal of directors by shareholders
Status: in_force

(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
11B V.S.A. § 14.31 — VT Code / Title 11B / 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 the Superior Court of Washington County. Venue for a proceeding brought by any other party named in section 14.30 of this title lies in the county where a 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 directors or members 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 activities of the corporation until a full hearing can be held.

(d) A person other than the Attorney General who brings an involuntary dissolution proceeding for a public benefit corporation shall forthwith give written notice of the proceeding to the Attorney General who may intervene.
11A V.S.A. § 15.01 — VT Code / Title 11A / Chapter 15 / Section 15.01
§ 15.01. Authority to transact business required
Status: in_force

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

(b) Except as otherwise provided, “doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign corporation.

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

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

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

(3) maintaining bank accounts;

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

(5) selling through independent contractors;

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

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

(8) without limiting the generality of the other provisions of this section, making, purchasing, and servicing loans if the corporation is a foreign savings bank or a foreign corporation doing a banking business and it participates with a banking corporation or a trust company of this State;

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

(10) owning real or personal property;

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

(12) transacting business in interstate commerce.

(d) In addition to the requirements of subsection (a) of this section and notwithstanding subsection (c) of this section, a foreign banking corporation or trust company that does not have a place of business in this State pursuant to section 8 V.S.A. § 654 or 1352 shall obtain a certificate of authority from the Secretary of State to act as executor or trustee in this State under the last will and testament of any deceased resident of this State or of any deceased resident of another state owning property in this State. The Secretary of State shall not issue the certificate unless:

(1) by the law of the state of its incorporation the foreign banking corporation or trust company may be appointed and may accept appointment to act as executor of or trustee under the last will and testament of any deceased person in the state of its appointment; and

(2) banking corporations or trust companies of this State are permitted to act as executors or trustees in the state where such foreign banking corporation or trust company has its domicile.

(e) This section shall have no applicability for the purpose of determining jurisdiction under 12 V.S.A. chapter 25 subchapter 6 or for the purpose of determining the tax liability of a corporation.
11B V.S.A. § 10.05 — VT Code / Title 11B / Chapter 10 / Section 10.05
§ 10.05. Articles of amendment
Status: in_force

A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment adopted;

(3) the date of each amendment's adoption;

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

(5) if approval by members was required:

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

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

(6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required, pursuant to section 10.30 of this title, a statement that the approval was obtained.
11 V.S.A. § 4134 — VT Code / Title 11 / Chapter 25 / Section 4134
§ 4134. Pleading
Status: in_force

In a derivative action, the complaint shall state with particularity:

(1) the date and content of plaintiff's demand and the response to the demand by the other members or the managers; or

(2) why the demand should be excused as futile.
11 V.S.A. § 3451 — VT Code / Title 11 / Chapter 23 / Section 3451
§ 3451. Interim distributions
Status: in_force

Except as provided in this subchapter, a partner is entitled to receive distributions from a limited partnership before his or her withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
11C V.S.A. § 1211 — VT Code / Title 11C / Chapter 12 / Section 1211
§ 1211. Administrative dissolution
Status: in_force

(a) The Secretary of State may dissolve a mutual benefit enterprise administratively if the enterprise does not:

(1) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this title; or

(2) deliver not later than 60 days after the due date its annual report to the Secretary of State.

(b) If the Secretary of State determines that a ground exists for dissolving a mutual benefit enterprise administratively, the Secretary of State shall file a record of the determination and serve the enterprise with a copy of the record.

(c) If, not later than 60 days after service of a copy of the Secretary of State's determination under subsection (b) of this section, the enterprise does not correct each ground for dissolution or demonstrate to the satisfaction of the Secretary of State that each uncorrected ground determined by the Secretary of State does not exist, the Secretary of State shall dissolve the enterprise administratively by preparing and filing a declaration of dissolution that states the grounds for dissolution. The Secretary of State shall serve the enterprise with a copy of the declaration.

(d) A mutual benefit enterprise that has been dissolved administratively continues its existence only for purposes of winding up its activities.

(e) The administrative dissolution of a mutual benefit enterprise does not terminate the authority of its agent for service of process.
11B V.S.A. § 7.25 — VT Code / Title 11B / Chapter 7 / Section 7.25
§ 7.25. Cumulative voting for directors
Status: in_force

(a) If the articles and bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.

(b) Cumulative voting is not authorized at a particular meeting unless:

(1) the meeting notice or statement accompanying the notice states that cumulative voting will take place; or

(2) a member who has the right to cumulate his or her votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting, and if one member gives this notice, all other members entitled to vote and participating in the election are entitled to cumulate their votes without giving further notice.

(c) A director elected by cumulative voting may be removed by the members without cause if the requirements of section 8.08 of this title are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.

(d) Members may not cumulatively vote if the directors and members are identical.
11 V.S.A. § 3433 — VT Code / Title 11 / Chapter 23 / Section 3433
§ 3433. General powers and liabilities
Status: in_force

(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

(b) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
11 V.S.A. § 4075 — VT Code / Title 11 / Chapter 25 / Section 4075
§ 4075. Power of estate of deceased member
Status: in_force

If a member who is an individual dies, the member's legal representative may exercise the rights of a transferee under section 4073 of this title, and, for purposes of settling the estate, the member's legal representative may exercise the rights the deceased member had under section 4058 of this title.
11B V.S.A. § 8.08 — VT Code / Title 11B / Chapter 8 / Section 8.08
§ 8.08. Removal of directors elected by members or directors
Status: in_force

(a) The members may remove one or more directors elected by them without cause.

(b) If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.

(c) Except as provided in subsection (i) of this section, a director may be removed under subsection (a) or (b) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

(d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.

(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

(f) In computing whether a director is protected from removal under subsections (b) through (d) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.

(g) An entire board of directors may be removed under subsections (a) through (e) of this section.

(h) The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles of incorporation or bylaws.

(i) If at the beginning of a director's term on the board, the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office votes for the removal.
11A V.S.A. § 11.01 — VT Code / Title 11A / Chapter 11 / Section 11.01
§ 11.01. Definitions
Status: in_force

As used in this chapter:

(1) “Constituent corporation” means a constituent organization that is a corporation.

(2) “Constituent organization” means an organization that is a party to a conversion, merger, share exchange, or domestication pursuant to this chapter.

(3) “Conversion” means a transaction authorized by sections 11.02 through 11.07 of this title.

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

(5) “Converting organization” means the domestic organization that approves a plan of conversion pursuant to section 11.04 of this title or the foreign organization that approves a conversion pursuant to the law of its jurisdiction of formation.

(6) “Domestic organization” means an organization whose internal affairs are governed by the law of this State.

(7) “Domesticated corporation” means the corporation that exists after a domesticating corporation effects a domestication pursuant to sections 11.13 through 11.16 of this title.

(8) “Domesticating corporation” means the corporation that effects a domestication pursuant to sections 11.13 through 11.16 of this title.

(9) “Domestication” means a transaction authorized by sections 11.13 through 11.16 of this title.

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

(11) “Interest holder” means:

(A) a shareholder of a business corporation;

(B) a member of a nonprofit corporation;

(C) a general partner of a general partnership, including a limited liability partnership;

(D) a general partner of a limited partnership, including a limited liability partnership;

(E) a limited partner of a limited partnership, including a limited liability partnership;

(F) a member of a limited liability company;

(G) a shareholder of a general cooperative association;

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

(I) a member of an unincorporated nonprofit association;

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

(K) any other direct holder of an interest.

(12) “Merger” means a merger authorized by sections 11.08 through 11.12 of this title.

(13) “Organization”:

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

(i) a business corporation;

(ii) a nonprofit corporation;

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

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

(v) a limited liability company;

(vi) a general cooperative association;

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

(viii) an unincorporated nonprofit association;

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

(x) any other person that has:

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

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

(B) does not include:

(i) an individual;

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

(iii) an association or relationship that is not an organization listed in subdivision (A) of this subdivision (13) and is not a partnership under 11 V.S.A. chapter 22 or 23, or a similar provision of law of another jurisdiction;

(iv) a decedent's estate; or

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

(14) “Organizational documents” means the organizational documents for a domestic or foreign organization that create the organization, govern the internal affairs of the organization, and govern relations between or among its interest holders, including:

(A) for a general partnership, its statement of partnership authority and partnership agreement;

(B) for a limited liability partnership, its statement of qualification and partnership agreement;

(C) for a limited partnership, its certificate of limited partnership and partnership agreement;

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

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

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

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

(15) “Personal liability” means:

(A) liability for a debt, obligation, or other liability of an organization which is imposed on a person:

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

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

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

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

(A) the bylaws of a business corporation;

(B) the bylaws of a nonprofit corporation;

(C) the partnership agreement of a general partnership or limited liability partnership;

(D) the partnership agreement of a limited partnership or limited liability limited partnership;

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

(F) the bylaws of a general cooperative association;

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

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

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

(17) “Protected agreement” means:

(A) a record evidencing indebtedness and any related agreement in effect on July 1, 2017;

(B) an agreement that is binding on an organization on July 1, 2017;

(C) the organizational documents of an organization in effect on July 1, 2017; or

(D) an agreement that is binding on any of the partners, directors, managers, or interest holders of an organization on July 1, 2017.

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

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

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

(C) the statement of partnership authority of a general partnership;

(D) the statement of qualification of a limited liability partnership;

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

(F) the articles of organization of a limited liability company;

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

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

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

(19) “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.

(20) “Share exchange” means a share exchange authorized by sections 11.08 through 11.12 of this title.

(21) “Surviving organization” means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger.
11C V.S.A. § 905 — VT Code / Title 11C / Chapter 9 / Section 905
§ 905. Court-ordered indemnification
Status: in_force

A director of the enterprise who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:

(1) the director is entitled to mandatory indemnification under section 903 of this title, in which case the court shall also order the enterprise to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or

(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 902 of this title or was adjudged liable as described in subsection 902(d), of this title but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred.
11 V.S.A. § 1027 — VT Code / Title 11 / Chapter 7 / Section 1027
§ 1027. Foreign corporations
Status: in_force

A corporation or association organized under generally similar laws of another state shall be allowed to carry on any proper activities, operations, and functions in this State upon compliance with the general regulations applicable to foreign corporations desiring to do business in this State. All contracts which could be made by an association incorporated hereunder, made by or with such association, shall be legal and valid and enforceable in this State with all of the remedies set forth in this subchapter.
11 V.S.A. § 4115 — VT Code / Title 11 / Chapter 25 / Section 4115
§ 4115. Amended certificate of authority
Status: in_force

(a) A foreign limited liability company authorized to transact business in this State shall obtain an amended certificate of authority from the Secretary of State if it:

(1) changes its name; and

(2) changes the state or country under whose law it is organized.

(b) The requirements of section 4114 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
11C V.S.A. § 516 — VT Code / Title 11C / Chapter 5 / Section 516
§ 516. Action without a meeting
Status: in_force

(a) Unless the organic rules require that action be taken only at a members' meeting, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on the action consents in a record to the action.

(b) Consent under subsection (a) of this section may be withdrawn by a member in a record at any time before the mutual benefit enterprise receives a consent from each member entitled to vote.

(c) Consent to any action may specify the effective date or time of the action.
11A V.S.A. § 7.32 — VT Code / Title 11A / Chapter 7 / Section 7.32
§ 7.32. Shareholder agreements
Status: in_force

(a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this title in that it:

(1) eliminates the board of directors or restricts the discretion or powers of the board of directors;

(2) governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in section 6.40 of this title;

(3) establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;

(4) governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including the use of weighted voting rights or director proxies;

(5) establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer, or employee of the corporation or among any of them;

(6) transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;

(7) requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event; or

(8) otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors, and the corporation, or among any of them, and is not contrary to public policy.

(b) An agreement authorized by this section shall be:

(1) set forth:

(A) in the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement; or

(B) in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation;

(2) subject to amendment only by the holders of a majority of each class of the corporation's issued and outstanding capital stock, with each class voting as a separate group, unless the agreement provides otherwise; and

(3) valid for 10 years, unless the agreement provides otherwise.

(c) The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by subsection 6.26(b) of this title. If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of the purchase of the shares. An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of 90 days after discovery of the existence of the agreement or two years after the time of the purchase of the shares.

(d) An agreement authorized by this section shall cease to be effective when the corporation becomes a public corporation. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.

(e) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.

(f) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation, even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

(g) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made.
11 V.S.A. § 1588 — VT Code / Title 11 / Chapter 14 / Section 1588
§ 1588. Articles of incorporation; minimum requirements
Status: in_force

Articles of incorporation of cooperative housing corporations shall contain the following provisions in addition to those required by Title 11A:

(1) a statement that the cooperative housing corporation shall have only one class of stock;

(2) a statement of restrictions, if any, upon transfer of shares;

(3) the rate of dividend, if any, allocable to membership shares which shall not exceed six percent per annum on invested capital;

(4) reservation of the right of the cooperative housing corporation to acquire membership shares;

(5) basis of distribution of assets in event of dissolution;

(6) the method of allocation of ownership and voting interests in the cooperative housing corporation; and

(7) the conditions, if any, under which the cooperative housing corporation shall have a right of first refusal upon proposed transfer of cooperative interests.
11 V.S.A. § 1004 — VT Code / Title 11 / Chapter 7 / Section 1004
§ 1004. Notice of meetings
Status: in_force

Notice of each meeting, together with a statement of the purposes thereof, shall be mailed or telegraphed to each member at least ten days prior to the meeting.
11A V.S.A. § 10.05 — VT Code / Title 11A / Chapter 10 / Section 10.05
§ 10.05. Amendment before issuance of shares
Status: in_force

If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation.
11 V.S.A. § 4147 — VT Code / Title 11 / Chapter 25 / Section 4147
§ 4147. Effect of conversion
Status: in_force

(a) When a conversion becomes effective:

(1) the converted organization is:

(A) organized under and subject to the governing statute of the converted organization; and

(B) the same organization without interruption as the converting organization;

(2) all property of the converting organization continues to be vested in the converted organization without transfer, reversion, or impairment;

(3) all 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, all the rights, privileges, immunities, powers, and purposes of the converting organization remain in the converted organization;

(5) the name of the converted organization may be substituted for the name of the converting organization in any pending action or proceeding;

(6) the certificate of organization of the converted organization becomes effective;

(7) the provisions of the operating agreement of the converted organization which are to be in a record, if any, approved as part of the plan of conversion become effective; and

(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 operating agreement of a domestic converting limited liability company, the conversion does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the converting organization.

(c) When a conversion becomes effective, a person that did not have personal liability with respect to the converting organization and becomes subject to personal liability with respect to a domestic organization as a result of the conversion has personal liability only to the extent provided by the governing statute of the organization and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.

(d) When a conversion becomes effective, the personal liability of a person that ceases to hold an interest in a domestic converting limited liability company with respect to which the person had personal liability 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 became effective;

(2) the person does not have personal liability under this title for any debt, obligation, or other liability that arises after the conversion becomes effective;

(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; and

(4) the person has whatever rights of contribution from any other person as 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 becomes effective, a foreign organization that is the converted organization may be served with process in this State for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in section 4010 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 becomes effective.

(g) A conversion does not require the organization to wind up its affairs and does not constitute or cause the dissolution of the organization.
11C V.S.A. § 105 — VT Code / Title 11C / Chapter 1 / Section 105
§ 105. Purpose and duration of mutual benefit enterprise
Status: in_force

(a) A mutual benefit enterprise is an entity distinct from its members.

(b) A mutual benefit enterprise may be organized for any lawful purpose, whether or not for profit.

(c) Unless the articles of organization state a term for a mutual benefit enterprise's existence, the enterprise has perpetual duration.
11B V.S.A. § 14.06 — VT Code / Title 11B / Chapter 14 / Section 14.06
§ 14.06. Known claims against dissolved corporation
Status: in_force

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

(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:

(1) describe information that must be included in a claim;

(2) provide a mailing address where a claim may be sent;

(3) state the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

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

(c) A claim against the dissolved corporation is barred:

(1) if a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline;

(2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.

(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
11B V.S.A. § 14.33 — VT Code / Title 11B / Chapter 14 / Section 14.33
§ 14.33. Decree of dissolution
Status: in_force

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

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with section 14.05 of this title and the notification of its claimants in accordance with sections 14.06 and 14.07 of this title.
11 V.S.A. § 1598 — VT Code / Title 11 / Chapter 14 / Section 1598
§ 1598. Limited equity cooperatives
Status: in_force

A cooperative housing corporation may organize as a limited equity cooperative in order to fulfill the public purpose of providing and preserving housing for persons and households of low and moderate income at the time that they purchase their memberships. In addition to safeguarding the foregoing public purpose, a limited equity cooperative shall meet the following requirements:

(1) The articles of incorporation shall require that cooperative interests be sold at not more than a transfer value determined by a limited equity formula contained in the articles. That value shall be consistent with the object of maintaining long-term affordability of cooperative interests for persons or households of low and moderate income.

(2) A limited equity formula, once established by a cooperative housing corporation in its articles of incorporation, may be amended only if that amendment does not make the cooperative membership unaffordable for the class of low- or moderate-income households for which the cooperative housing corporation was originally incorporated, as determined and certified by the Commissioner of Housing and Community Affairs. A cooperative housing corporation once organized under this section may not reorganize as other than a limited equity cooperative without first dissolving.

(3) A limited equity cooperative shall not sell all or substantially all of its assets if such sale is intended to circumvent the public purposes of this section.

(4) The articles of incorporation shall require that the cooperative housing corporation shall have the first right to repurchase a member's cooperative interest.

(5) The articles of incorporation shall require that the total distribution out of capital to a member shall not exceed that transfer value.

(6) The articles of incorporation shall require that upon dissolution of the cooperative housing corporation, any assets remaining after retirement of corporate debts and distribution to members shall be distributed to a charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a public agency, or another limited equity cooperative whose formula for determining transfer value shall be not less restrictive than that of the cooperative housing corporation being dissolved.

(7) The articles of incorporation shall require that no sublease of a unit shall provide for monthly payments by the sublessee in excess of 110 percent of monthly payments for the unit provided for in the proprietary lease.
11C V.S.A. § 404 — VT Code / Title 11C / Chapter 4 / Section 404
§ 404. Voting by district, class, or voting group
Status: in_force

(a) This section applies if the organic rules provide for voting by district or class or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in subdivisions 405(e)(1) through (5) of this title. Approval of the amendment requires the same percentage of votes of the members of that district, class, or voting group required in sections 405 and 514 of this title.

(b) If a proposed amendment to the organic rules would affect members in two or more districts or classes entitled to vote separately under subsection (a) of this section in the same or a substantially similar way, the districts or classes affected shall vote as a single voting group unless the organic rules otherwise provide for separate voting.
11 V.S.A. § 3302 — VT Code / Title 11 / Chapter 22 / Section 3302
§ 3302. Statement of foreign qualification
Status: repealed

(a) Before transacting business in this State, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:

(1) The name of the foreign limited liability partnership which satisfies the requirements of section 3292 of this title and the state or other jurisdiction under whose law it is formed and ends with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.” In the event that the name of the foreign limited liability partnership does not satisfy the requirements of section 3292 of this title, the foreign limited liability partnership shall use an available trade name to transact business in this State if it delivers to the Secretary of State for filing a copy of the statement executed by at least two partners adopting the trade name.

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

(3) If there is no office of the partnership in this State, the name, email, and address information of the partnership's agent for service of process pursuant to section 1655 of this title.

(4) A deferred effective date, if any.

(b) [Repealed.]

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

(d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
11 V.S.A. § 1701 — VT Code / Title 11 / Chapter 16 / Section 1701
§ 1701. Definitions
Status: in_force

As used in this chapter:

(1) “Critical infrastructure” means property and equipment owned or used by communications networks and electric generation, transmission, and distribution systems; water and wastewater systems; health systems; essential supply chains; thermal fuels and systems; and communications networks, including cellular, broadband, and telecommunications networks.

(2)(A) “Declared State disaster or emergency” means:

(i) a disaster or emergency event for which a Governor's state of emergency proclamation has been issued;

(ii) a disaster or emergency event for which a Presidential declaration of a federal major disaster or emergency has been issued; or

(iii) a disaster or emergency event within the State for which a good faith response effort is required, and for which the Commissioner of Public Service is given notification from the registered business and the Commissioner, in consultation with the Director of Emergency Management, Department of Public Safety, designates the event as a disaster or emergency, thereby invoking the provisions of this chapter.

(B) “Declared State disaster or emergency” does not include an emergency or situation arising solely from a labor dispute.

(3) “Disaster response period” means a period that begins 10 days prior to the first day of the Governor's proclamation, the President's declaration, or designation by another authorized official of the State as set forth in this chapter, whichever occurs first, and that extends 60 calendar days after the declared State disaster or emergency.

(4) “Disaster- or emergency-related work” means repairing, renovating, installing, building, rendering services, or other nonretail business activities in areas of the State affected by the declared State disaster or emergency that relate to critical infrastructure that has been damaged, impaired, or destroyed by the declared State disaster or emergency.

(5) “Mutual Assistance Agreement” means an agreement to which one or more registered businesses and one or more out-of-state businesses are party and pursuant to which an electric or telephone utility may request and receive assistance from an out-of-state business for performance of disaster- or emergency-related work by the out-of-state business during the disaster response period.

(6)(A) “Out-of-state business” means a business entity that, except for disaster- or emergency-related work, has no presence in the State and conducts no business in the State whose services are requested pursuant to a Mutual Assistance Agreement by a registered business or by a State or local government for purposes of performing disaster- or emergency-related work on critical infrastructure in the State.

(B) “Out-of-state business” also includes a business entity that is affiliated with a registered business in the State solely through common ownership.

(C) An out-of-state business has no registrations or tax filings or nexus in the State other than disaster- or emergency-related work during the tax year immediately preceding the declared State disaster or emergency.

(7) “Out-of-state employee” means an employee who does not work in the State, except for disaster- or emergency-related work during the disaster response period.

(8) “Registered business in the State” or “registered business” means a business entity that is currently registered with the Secretary of State to do business in the State prior to the declared State disaster or emergency.
11C V.S.A. § 1503 — VT Code / Title 11C / Chapter 15 / Section 1503
§ 1503. Notice and action on disposition of assets
Status: in_force

For a mutual benefit enterprise to dispose of assets under section 1502 of this title:

(1) a majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition; and

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

(A) the terms of the proposed disposition;

(B) a recommendation that the members approve the disposition, 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;

(C) a statement of any condition of the board's submission of the proposed disposition to the members; and

(D) notice of the meeting at which the proposed disposition will be considered, which shall be given in the same manner as notice of a special meeting of members.
11 V.S.A. § 3201 — VT Code / Title 11 / Chapter 22 / Section 3201
§ 3201. Definitions
Status: in_force

As used in this chapter:

(1) “Business” includes every trade, occupation, and profession.

(2) “Debtor in bankruptcy” means a person who is the subject of:

(A) an order for relief under Title 11 of the U.S. Code or a comparable order under a successor statute of general application; or

(B) a comparable order under federal, state, or foreign law governing insolvency.

(3) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.

(4) “Foreign limited liability partnership” means a partnership that:

(A) is formed under laws other than the laws of this State; and

(B) has the status of a limited liability partnership under those laws.

(5) “Limited liability partnership” means a partnership that has filed a statement of qualification under section 3291 of this title and does not have a similar statement in effect in any other jurisdiction.

(6) “Partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under section 3212 of this title, predecessor law, or comparable law of another jurisdiction and includes for all purposes of the laws of this State a limited liability partnership.

(7) “Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

(8) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(9) “Partnership interest” or “partner's interest in the partnership” means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

(10) “Person” means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(11) “Property” means all property, real, personal, or mixed, tangible or intangible, or any interest therein.

(12) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.

(13) “Statement” means a statement of partnership authority under section 3223 of this title, a statement of denial under section 3224 of this title, a statement of dissociation under section 3264 of this title, a statement of dissolution under section 3275 of this title, a statement of merger under section 3287 of this title, a statement of qualification under section 3291 of this title, a statement of foreign qualification under section 3302 of this title; or an amendment or cancellation of any of the foregoing.

(14) “Transfer” includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
11 V.S.A. § 932 — VT Code / Title 11 / Chapter 5 / Section 932
§ 932. Indebtedness pledged to secure scrip
Status: in_force

All evidences of indebtedness pledged to secure scrip shall be delivered and held by the corporation issuing such scrip in trust to secure the redemption thereof in legal tender. All bank deposits securing scrip shall be assigned to such issuing corporation and by it held in trust as herein provided, but the interest and income on such pledged securities and on one-third of such assigned bank deposits may be used to defray the expenses of such corporation and to create a reserve and surplus for future expenses and redemption of scrip.
11 V.S.A. § 1091 — VT Code / Title 11 / Chapter 8 / Section 1091
§ 1091. Internal capital account cooperatives
Status: in_force

(a) An internal capital account cooperative is a worker cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders.

(b) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member's internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective account in an internal capital account cooperative shall reflect any paid-in capital, net losses, and retained net earnings not allocated to individual members.

(c) In an internal capital account cooperative, the balances in all the individual internal capital accounts and collective account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the worker cooperative.
11 V.S.A. § 1474 — VT Code / Title 11 / Chapter 13 / Section 1474
§ 1474. Assessment of pews
Status: in_force

At such meeting, the majority of such owners or proprietors may assess the pews in such house for defraying the expenses of repairing the house, and direct and make such repairs as the majority deem necessary.
11 V.S.A. § 938 — VT Code / Title 11 / Chapter 5 / Section 938
§ 938. Penalties
Status: in_force

A person violating a provision of this chapter or a regulation hereunder shall be fined not more than $1,000.00 or imprisoned not more than one year, or both.
11 V.S.A. § 4104 — VT Code / Title 11 / Chapter 25 / Section 4104
§ 4104. Member's or manager's power and liability as agent after dissolution
Status: in_force

A limited liability company is bound by a member's or manager's act after dissolution that:

(1) is appropriate for winding up the company's business; or

(2) would have bound the company under section 4041 of this title before dissolution, if the other party to the transaction did not have notice of the dissolution.
11 V.S.A. § 1020 — VT Code / Title 11 / Chapter 7 / Section 1020
§ 1020. Enjoining breach
Status: in_force

In case of any such breach or threatened breach of such marketing contract by a member, a Superior Court may restrain by injunction further breach of the contract and may decree specific performance thereof. Pending the termination of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, such court may grant a temporary restraining order against the member. (1973, No. 193 (Adj. Sess.), § 3, eff. April 9, 1974.)
11 V.S.A. § 1011 — VT Code / Title 11 / Chapter 7 / Section 1011
§ 1011. Contracts with directors
Status: in_force

During the term of his or her office, a director shall not be a party to a contract for profit with the association differing in any way from the business relations accorded each member or holder of common stock of the association or others, or upon terms differing from those generally current in that district.
11C V.S.A. § 106 — VT Code / Title 11C / Chapter 1 / Section 106
§ 106. Powers
Status: in_force

A mutual benefit enterprise may sue and be sued in its own name and do all things necessary or convenient to carry on its activities. An enterprise may maintain an action against a member for harm caused to the enterprise by the member's violation of a duty to the enterprise or of the organic laws or organic rules.
11 V.S.A. § 4003 — VT Code / Title 11 / Chapter 25 / Section 4003
§ 4003. Effect of operating agreement; nonwaivable provisions
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, an operating agreement regulates the affairs of the company and the conduct of its business and governs relations among the members, among the managers, and among the members, managers, and the limited liability company. To the extent the operating agreement does not otherwise provide, this chapter regulates the affairs of the company, the conduct of its business, and governs relations among the members, among the managers, and among members, managers, and the limited liability company.

(b) An operating agreement may not:

(1) vary a limited liability company's capacity under subsection 4011(e) of this title to sue and be sued in its own name;

(2) except as provided in subchapter 8 of this chapter, vary the law applicable under subsection 4011(g) of this title;

(3) vary the power of the court under section 4030 of this title;

(4) subject to subsections (c) through (f) of this section, eliminate or restrict the duty of loyalty, the duty of care, or any other fiduciary duty;

(5) subject to subsections (c) through (f) of this section, eliminate or restrict the contractual obligation of good faith and fair dealing under subsection 4059(d) of this title;

(6) unreasonably restrict the duties and rights with respect to books, records, and other information stated in section 4058 of this title, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(7) vary the power of a court to decree dissolution in the circumstances specified in subdivision 4101(a)(4) of this title;

(8) vary the requirement to wind up a limited liability company's business as specified in section 4101 of this title;

(9) unreasonably restrict the right of a member to maintain an action under subchapter 9 of this chapter;

(10) restrict the right to approve a merger, conversion, or domestication under section 4152 of this title to a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or

(11) restrict the rights under this title of a person other than a member, manager, or transferee of any interest in a limited liability company.

(c) Unless unreasonable, the operating agreement may:

(1) restrict the duty:

(A) as required in subdivision 4059(b)(1) and subsection 4059(h) of this title, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business, from a use by the member of the company's property, or from the appropriation of a limited liability company opportunity;

(B) as required in subdivision 4059(b)(2) and subsection 4059(h) of this title, to refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and

(C) as required in subdivision 4059(b)(3) and subsection 4059(h) of this title, to refrain from competing with the company in the conduct of the company's business before the dissolution of the company;

(2) identify the specific types or categories of activities that do not violate the duty of loyalty;

(3) alter the duty of care, except to authorize intentional misconduct or knowing violation of law;

(4) alter any other fiduciary duty, including eliminating particular aspects of that duty; and

(5) prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under subsection 4059(d) of this title.

(d) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

(e) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.

(f) The operating agreement may alter or eliminate the indemnification for a member or manager provided by section 4060 of this title and may eliminate or limit a member or manager's liability to the limited liability company and members for money damages, except for:

(1) breach of the duty of loyalty;

(2) a financial benefit received by the member or manager to which the member or manager is not entitled;

(3) a breach of a duty under subsection 4059(d) of this title;

(4) intentional infliction of harm on the company or a member; or

(5) an intentional violation of criminal law.

(g)(1) The court shall decide any claim under subsection (c) of this section that a term of an operating agreement is manifestly unreasonable.

(2) The court:

(A) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and

(B) may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:

(i) the objective of the term is unreasonable; or

(ii) the term is an unreasonable means to achieve the provision's objective.

(h) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.

(i) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.

(j)(1) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement.

(2) One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.

(k)(1) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition.

(2) An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

(l)(1) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement.

(2) Subject only to any court order issued under subdivision 4074(b)(2) of this title to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member.

(m) If a record that has been delivered by a limited liability company to the Secretary of State for filing and has become effective under this chapter contains a provision that would be ineffective under subsection (b) of this section if contained in the operating agreement, the provision is likewise ineffective in the record.

(n) Subject to subsection (c) of this section, if a record that has been delivered by a limited liability company to the Secretary of State for filing and has become effective under this title conflicts with a provision of the operating agreement:

(1) the operating agreement prevails as to members, dissociated members, transferees, and managers; and

(2) the record prevails as to other persons to the extent they reasonably rely on the record.
11 V.S.A. § 825 — VT Code / Title 11 / Chapter 4 / Section 825
§ 825. Corporate name
Status: in_force

(a) The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this State, in addition to satisfying the requirements of 11A V.S.A. §§ 4.01 and 15.06:

(1) must contain the words “professional corporation,” “professional association,” “limited,” or “service corporation” or the abbreviation “P.C.,” “P.A.,” “LTD.,” or “S.C.”;

(2) may not contain language stating or implying that it is incorporated for a purpose other than that authorized by section 821 of this title and its articles of incorporation; and

(3) must conform with any rule promulgated by the licensing authority having jurisdiction over a professional service described in the corporation's articles of incorporation.

(b) 11A V.S.A. §§ 4.01 and 15.06 do not prevent the use of a name otherwise prohibited by those sections, if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation.

(c) A person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply for a certificate of approval from the State Board of Education prior to registering a name under this section.
11A V.S.A. § 8.63 — VT Code / Title 11A / Chapter 8 / Section 8.63
§ 8.63. Shareholders' action
Status: in_force

(a) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of subdivision 8.61(b)(2) of this title if a majority of the votes cast by the holders of all qualified shares is in favor of the transaction after:

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

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

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

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

(c) For purposes of this section:

(1) “Holder” means and “held by” refers to shares held by both a record shareholder, as defined in subdivision 13.01(5) of this title, and a beneficial shareholder, as defined in subdivision 13.01(6) of this title.

(2) “Qualified shares” means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) of this section is notified, are held by:

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

(B) a related person of the director, excluding a person described in subdivision 8.60(5)(F) of this title.

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

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

(f) Where shareholders' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate.
11B V.S.A. § 10.03 — VT Code / Title 11B / Chapter 10 / Section 10.03
§ 10.03. Amendment by directors and members
Status: in_force

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

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

(2) except as provided in subsection 10.02(a) of this title, by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

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

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

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

(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 7.05 of this title. The notice must 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) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
11 V.S.A. § 807 — VT Code / Title 11 / Chapter 3 / Section 807
§ 807. Professional services through officers, employees, agents
Status: in_force

A professional corporation may render professional services only through its officers, employees, and agents, who are duly licensed to render such professional services. However, this provision shall not be interpreted to prohibit the employment by a professional corporation of clerks, secretaries, bookkeepers, technicians, and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which the license is required. (1963, No. 218, § 8, eff. July 3, 1963.)
11A V.S.A. § 14.06 — VT Code / Title 11A / Chapter 14 / Section 14.06
§ 14.06. Known claims against dissolved corporation
Status: in_force

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. The provisions of section 14.07 of this title apply in the case of claims where the claimant cannot with due diligence be notified under this section.

(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall:

(1) describe information that must be included in a claim;

(2) provide a mailing address where a claim may be sent;

(3) state the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim;

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

(5) state the deadline under subdivision (c)(2) of this section for enforcing a claim rejected by the dissolved corporation.

(c) A claim against the dissolved corporation is barred:

(1) if a claimant who received written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline;

(2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.

(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution, or on taxes due or assessable by the State of Vermont.
11 V.S.A. § 1653 — VT Code / Title 11 / Chapter 15 / Section 1653
§ 1653. Assumed business name of business organization
Status: in_force

A business organization that is authorized to do business in this State may conduct business under an assumed name by submitting to the Secretary of State for filing a registration that identifies the authorized business and the assumed name.
11A V.S.A. § 6.20 — VT Code / Title 11A / Chapter 6 / Section 6.20
§ 6.20. Subscription for shares before incorporation
Status: in_force

(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, and unless the subscription agreement provides otherwise, if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber, the corporation may rescind the agreement.

(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 6.21 of this title.
11B V.S.A. § 1.23 — VT Code / Title 11B / Chapter 1 / Section 1.23
§ 1.23. Effective date of document
Status: in_force

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

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

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

(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date filed.
11 V.S.A. § 921 — VT Code / Title 11 / Chapter 5 / Section 921
§ 921. General provisions
Status: in_force

Subject to the additional or varied requirements of this chapter, a corporation may be formed pursuant to the provisions of the general corporation law for the sole purpose of issuing scrip and to provide security therefor and to do all things necessary or convenient thereto.
11 V.S.A. § 1655 — VT Code / Title 11 / Chapter 15 / Section 1655
§ 1655. Designation of agent for service of process; change; resignation
Status: in_force

(a) Duty to designate agent for service of process. A person doing business in this State that is required to designate and maintain an agent for service of process shall provide the name, email, and address information of an individual resident of this State or of a business organization that has a place of business in, and is authorized to conduct business in, this State.

(b) Attestation. A person who designates an agent for service of process attests that the agent consents to the appointment.

(c) Duty to maintain current agent information; statement of change. Except as provided in subsection (d) of this section, a person registered with the Secretary of State may change its agent for service of process, or the agent's email or address information, solely by submitting to the Secretary of State for filing a statement of change that provides its current agent information and specifies any changes to the agent information.

(d) Bulk statement of change by agent.

(1) If an agent for service of process changes its name, email, or address information in the records of the Secretary of State, the agent may submit to the Secretary for filing a bulk statement of change that:

(A) identifies the businesses for which the agent serves as the agent for service of process and whose records the Secretary shall update to reflect the change to the agent's information; and

(B) attests that the agent has or will promptly provide notice to each business whose record is updated pursuant to the bulk statement of change.

(2) For a bulk statement of change, the Secretary of State shall collect from the agent a separate filing fee for each business whose record is amended, subject to subsection 1625(c) of this title.

(e) Agent resignation; termination.

(1) An agent for service of process may resign as agent by submitting to the Secretary of State for filing a statement of resignation and delivering a copy of the statement to the affected business.

(2) An agency for service of process terminates on the earlier of:

(A) 30 days after the Secretary files a statement of resignation; or

(B) the date on which a statement of change designating a new agent takes effect.

(3) The Secretary shall waive the filing fee for a statement of resignation if the agent on record attests that it did not consent to serve as agent for service of process.
11A V.S.A. § 8.54 — VT Code / Title 11A / Chapter 8 / Section 8.54
§ 8.54. Court-ordered indemnification
Status: in_force

A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:

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

(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 8.51 of this title or was adjudged liable as described in subsection 8.51(d), but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred.
11 V.S.A. § 3202 — VT Code / Title 11 / Chapter 22 / Section 3202
§ 3202. Knowledge and notice
Status: in_force

(a) A person knows a fact if the person has actual knowledge of it.

(b) A person has notice of a fact if the person:

(1) knows of it;

(2) has received a notification of it; or

(3) has reason to know it exists from all of the facts known to the person at the time in question.

(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

(d) A person receives a notification when the notification:

(1) comes to the person's attention; or

(2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

(e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
11B V.S.A. § 14.04 — VT Code / Title 11B / Chapter 14 / Section 14.04
§ 14.04. Revocation of dissolution
Status: in_force

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

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

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

(1) the name of the corporation;

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

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

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

(5) if the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) if member or third person action was required to revoke the dissolution, the information required by subdivision 14.03(a)(5) or (6) of this title.

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

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
11 V.S.A. § 1476 — VT Code / Title 11 / Chapter 13 / Section 1476
§ 1476. Redemption
Status: in_force

Within six months after the sale, the owner or occupant may redeem the property by paying to the person entitled to receive the same, the purchase price with accrued interest. If such property is not redeemed, the collector shall thereupon execute and deliver to the purchaser a deed of such pew, which deed, when recorded, shall convey to the purchaser a title thereto.
11A V.S.A. § 8.30 — VT Code / Title 11A / Chapter 8 / Section 8.30
§ 8.30. General standards for directors
Status: in_force

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

(1) In good faith.

(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(3) In a manner the director reasonably believes to be in the best interests of the corporation. In determining what the director reasonably believes to be in the best interests of the corporation, a director of a corporation which has a class of voting stock registered under section 12 of the Securities Exchange Act of 1934, as the same may be amended from time to time, may, in addition, consider the interests of the corporation's employees, suppliers, creditors and customers, the economy of the State, region and nation, community and societal considerations, including those of any community in which any offices or facilities of the corporation are located, and any other factors the director in his or her discretion reasonably considers appropriate in determining what he or she reasonably believes to be in the best interests of the corporation, and the long-term and short-term interests of the corporation and its stockholders, and including the possibility that these interests may be best served by the continued independence of the corporation; provided that nothing in this subdivision shall affect in any way the interests that may be considered by the director of a corporation which does not have a class of voting stock registered under section 12 of the Securities Exchange Act of 1934, as the same may be amended from time to time, in determining what such director reasonably believes to be in the best interests of the corporation.

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

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

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

(3) a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

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

(d) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of his or her office in compliance with this section.
11A V.S.A. § 10.08 — VT Code / Title 11A / Chapter 10 / Section 10.08
§ 10.08. Amendment pursuant to judicial reorganization
Status: in_force

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

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

(1) the name of the corporation;

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

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

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

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

(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.

(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
11 V.S.A. § 3226 — VT Code / Title 11 / Chapter 22 / Section 3226
§ 3226. Partner's liability
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.

(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under subsection 3291(b) of this title.
11 V.S.A. § 1002 — VT Code / Title 11 / Chapter 7 / Section 1002
§ 1002. Meetings
Status: in_force

Each association shall by its bylaws provide for one or more regular meetings annually.
11 V.S.A. § 927 — VT Code / Title 11 / Chapter 5 / Section 927
§ 927. Limitation of amount of scrip issued
Status: in_force

The Commissioner may adopt rules governing and limiting the amount of scrip which may be issued against any one or all of the classes of security mentioned in section 926 of this title.
11 V.S.A. § 3236 — VT Code / Title 11 / Chapter 22 / Section 3236
§ 3236. Continuation of partnership beyond definite term or particular undertaking
Status: in_force

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
11A V.S.A. § 16.03 — VT Code / Title 11A / Chapter 16 / Section 16.03
§ 16.03. Scope of inspection right
Status: in_force

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

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

(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.

(d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under subsection 16.02(a) and subdivision 16.02(b)(2) of this title by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
11 V.S.A. § 3492 — VT Code / Title 11 / Chapter 23 / Section 3492
§ 3492. Proper plaintiff
Status: in_force

In a derivative action, the plaintiff must be a partner at the time of bringing the action and must have been a partner at the time of the transaction of which he or she complains or his or her status as a partner must have devolved upon him or her by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
11C V.S.A. § 809 — VT Code / Title 11C / Chapter 8 / Section 809
§ 809. Vacancy on board
Status: in_force

(a) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled:

(1) notwithstanding subdivision 804(a)(2) and subsection 804(b) of this title, within a reasonable time by majority vote of the remaining directors until the next annual members' meeting or a special meeting of members called to fill the vacancy; and

(2) for the unexpired term by members at the next annual members' meeting or a special meeting of members called to fill the vacancy.

(b) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district:

(1) the new director shall be of that class or district; and

(2) the selection of the director for the unexpired term shall be conducted in the same manner as would the selection for that position without a vacancy.

(c) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.
11B V.S.A. § 2.05 — VT Code / Title 11B / Chapter 2 / Section 2.05
§ 2.05. Organization of corporation
Status: in_force

(a) After incorporation:

(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(A) to elect directors and complete the organization of the corporation; or

(B) to elect a board of directors who shall complete the organization of the corporation.

(b) Action required or permitted by this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

(c) An organizational meeting may be held in or outside of this State in accordance with section 8.21 of this title.
11 V.S.A. § 802 — VT Code / Title 11 / Chapter 3 / Section 802
§ 802. Articles of association
Status: in_force

One or more individuals, each of whom is licensed to render a professional service, may incorporate a professional corporation by filing articles of association with the Secretary of State. The articles of association shall meet the requirements of the general corporation law under chapter 17 of this title, except that the number of incorporators or directors may be the same as the number of individuals incorporating. In addition thereto, it shall contain the following:

(1) the profession to be practiced through the professional corporation;

(2) the names and residence addresses of all of the original shareholders, directors and officers of the professional corporation; and

(3) a certificate by the regulating board of the profession involved that each of the incorporators, directors, and shareholders is duly licensed to practice such profession. (1963, No. 218, § 3, eff. July 3, 1963; amended 1981, No. 64; 1983, No. 127 (Adj. Sess.), § 1.)
11A V.S.A. § 11.17 — VT Code / Title 11A / Chapter 11 / Section 11.17
§ 11.17. Restriction on approval of conversion, merger, and domestication
Status: in_force

(a) An approval or amendment of a plan of conversion, plan of merger, or plan of domestication under this chapter is ineffective without the approval of each interest holder of a surviving constituent who will have personal liability for a debt, obligation, or other liability of the organization, unless:

(1) a provision of the organization's organizational documents provides in a record that some or all of its interest holders may be subject to personal liability by a vote or consent of fewer than all of the interest holders; and

(2)(A) the interest holder voted for or consented in a record to the provision referenced in subdivision (1) of this subsection; or

(B) the interest holder became an interest holder after the organization adopted the provision referenced in subdivision (1) of this subsection.

(b) An interest holder does not provide consent as required in subdivision (a)(2)(A) of this section merely by consenting to a provision of the organizational documents that permits the organization to amend the organizational documents with the approval of fewer than all of the interest holders.
11C V.S.A. § 120 — VT Code / Title 11C / Chapter 1 / Section 120
§ 120. Service of process
Status: in_force

A mutual benefit enterprise or foreign enterprise is subject to the service of process provisions in 11 V.S.A. § 1656.
11A V.S.A. § 8.25 — VT Code / Title 11A / Chapter 8 / Section 8.25
§ 8.25. Committees
Status: in_force

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

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

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

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

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

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

(e) A committee may not, however:

(1) authorize distributions;

(2) approve or propose to shareholders action that this title requires be approved by shareholders;

(3) fill vacancies on the board of directors or on any of its committees;

(4) amend articles of incorporation pursuant to section 10.02 of this title;

(5) adopt, amend, or repeal bylaws;

(6) approve a plan of merger not requiring shareholder approval;

(7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or

(8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 8.30 of this title.
11 V.S.A. § 4148 — VT Code / Title 11 / Chapter 25 / Section 4148
§ 4148. Merger of entities
Status: in_force

(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 4149 through 4151 of this title, and a plan of merger, if:

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

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

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

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

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

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

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

(4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and

(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.
11 V.S.A. § 3276 — VT Code / Title 11 / Chapter 22 / Section 3276
§ 3276. Partner's liability to other partners after dissolution
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section and section 3226 of this title, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 3274 of this title.

(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under subdivision 3274(2) of this title by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
11 V.S.A. § 994 — VT Code / Title 11 / Chapter 7 / Section 994
§ 994. Powers
Status: in_force

Each association incorporated under this subchapter shall have the following powers:

(1) In the case of a marketing cooperative, the power to engage in any activity in connection with the purchasing, marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any agricultural or handcraft products or the manufacturing or marketing of the byproducts thereof, any activity in connection with the purchase, hiring, or use by its members of supplies, machinery or equipment, and in financing any of the aforementioned activities. However, a marketing association shall not handle agricultural or handcraft products of nonmembers to an extent greater in value than the products of its own members that it handles. In the case of a consumers' cooperative, the power to engage in any one or more lawful mode or modes of acquiring, producing, building, operating, manufacturing, furnishing, exchanging, or distributing any type of property, commodities, goods, or services for the primary and mutual benefit of the patrons of the association, or their patrons, if any, as ultimate consumers. In the case of a railroad cooperative, to engage in any activity in connection with the organization, acquisition, and operation of a subsidiary transportation business, whether by means of railroad, truck, water carrier, air, or other.

(2) To have perpetual succession in its corporate name unless incorporated or formed for a limited term, or dissolved as provided by law.

(3) To borrow money without limitations as to amount of corporate indebtedness or liability.

(4) To make advance payments, and advances to members.

(5) To act as the agent or representative of any member or members in any of the above mentioned activities.

(6) To acquire, to exercise all rights of ownership or control in, and to sell, transfer, or pledge, or guarantee the payment of dividends or interest on, or the retirement or redemption of, shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the warehousing, handling, marketing, sale, or distribution of any of the products, property, commodities, or goods handled by the association.

(7) To establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the bylaws.

(8) To buy, hold, and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association, or business incidental thereto.

(9) To establish, secure, own, and develop patents, trademarks, trade names, and copyrights.

(10) To do everything necessary, suitable, or proper for the accomplishment of any of the purposes or the attainment of any of the objects herein enumerated, or conducive to or expedient for the interest or benefit of the association, and to contract accordingly; to exercise and possess all powers, rights, and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged, and, in addition, any other rights, powers, and privileges granted by the laws of this State to corporations organized under the general laws of this State, except such as are inconsistent with the express provisions of this subchapter; and to do any such thing anywhere.
11 V.S.A. § 1007 — VT Code / Title 11 / Chapter 7 / Section 1007
§ 1007. Classification of directors
Status: in_force

The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts by the members in that district. In such case, the bylaws shall specify the number of directors to be elected by each district, and the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
11 V.S.A. § 4002 — VT Code / Title 11 / Chapter 25 / Section 4002
§ 4002. Knowledge and notice
Status: in_force

(a) A person knows a fact if the person has actual knowledge of it.

(b) A person has notice of a fact if the person:

(1) has received a notification of the fact;

(2) has reason to know of the fact from all of the facts known to the person at the time in question; or

(3) is deemed to have notice of the fact under subsection (d) of this section.

(c) A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not they cause the other person to know the fact.

(d) In the case of a limited liability company's dissolution, termination, or merger or conversion, a person who is not a member of the company is deemed to have notice as follows:

(1) for a dissolution, 90 days after a statement of dissolution under section 4103 of this title becomes effective;

(2) for a termination, 90 days after the articles of termination under section 4105 of this title become effective; and

(3) for a merger or conversion, upon the effective date of articles of merger or a statement of conversion filed with the Secretary of State.

(e) A person receives a notification when the notification:

(1) comes to the person's attention; or

(2) is delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

(f) A member's knowledge, notice, or receipt of a notification of a fact in the member's capacity as a member does not impute knowledge, notice, or receipt of notification of the fact to the limited liability company.
11C V.S.A. § 506 — VT Code / Title 11C / Chapter 5 / Section 506
§ 506. Annual meeting of members
Status: in_force

(a) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules.

(b) An annual members' meeting may be held inside or outside this State at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.

(c) Unless the organic rules otherwise provide, members may attend or conduct an annual members' meeting through any means of communication if all members attending the meeting can communicate with each other during the meeting.

(d) The board of directors shall report or cause to be reported at the enterprise's annual members' meeting the enterprise's business and financial condition as of the close of the most recent fiscal year.

(e) Unless the organic rules otherwise provide, the board of directors shall designate the presiding officer of the enterprise's annual members' meeting.

(f) Failure to hold an annual members' meeting does not affect the validity of any action by the mutual benefit enterprise.
11B V.S.A. § 8.21 — VT Code / Title 11B / Chapter 8 / Section 8.21
§ 8.21. Action without meeting
Status: in_force

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

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

(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
11B V.S.A. § 8.40 — VT Code / Title 11B / Chapter 8 / Section 8.40
§ 8.40. Required officers
Status: in_force

(a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board.

(b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.

(c) The same individual may simultaneously hold more than one office in a corporation, except that a person may not simultaneously hold the office of president and secretary.
11 V.S.A. § 1585 — VT Code / Title 11 / Chapter 14 / Section 1585
§ 1585. Name; use of "cooperative"
Status: reserved

The use of the terms “cooperative housing,” “housing cooperative,” or “cooperative apartments,” or any variants thereof in identification of dwelling units is reserved to cooperative housing corporations organized under this chapter. Except as allowed by section 981 of this title, use of those terms, or any variants thereof, by any other person is prohibited.
11B V.S.A. § 17.04 — VT Code / Title 11B / Chapter 17 / Section 17.04
§ 17.04. Severability
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provision or applications of the chapter that can be given effect without the invalid provision or application, and to this end the provisions of the chapter are severable.
11 V.S.A. § 3310 — VT Code / Title 11 / Chapter 22 / Section 3310
§ 3310. 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) $ 25.00 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 he or she prevails in the proceeding.

(2) $ 25.00 for the certificate certifying the copy of any filed document related to a partnership, limited liability partnership, or a foreign limited liability partnership.
11 V.S.A. § 3253 — VT Code / Title 11 / Chapter 22 / Section 3253
§ 3253. Effect of partner's dissociation
Status: in_force

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, subchapter 8 of this chapter applies; otherwise, subchapter 7 of this chapter applies.

(b) Upon a partner's dissociation:

(1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 3273 of this title;

(2) the partner's duty of loyalty under subdivision 3234(b)(3) of this title terminates; and

(3) the partner's duty of loyalty under subdivisions 3234(b)(1) and (2) of this title and duty of care under subsection 3234(c) of this title continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 3273 of this title.
11A V.S.A. § 6.04 — VT Code / Title 11A / Chapter 6 / Section 6.04
§ 6.04. Fractional shares
Status: in_force

(a) A corporation may:

(1) issue fractions of a share or pay in money the value of fractions of a share;

(2) arrange for disposition of fractional shares by the shareholders;

(3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(b) Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by subsection 6.25(b) of this title.

(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:

(1) that the scrip will become void if not exchanged for full shares before a specified date; and

(2) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
11 V.S.A. § 4029 — VT Code / Title 11 / Chapter 25 / Section 4029
§ 4029. Liability for false statement in filed document
Status: in_force

If a document filed with the Secretary of State contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the document or caused another to sign it on the person's behalf and knew the statement to be false at the time the document was signed.
11 V.S.A. § 1531 — VT Code / Title 11 / Chapter 13 / Section 1531
§ 1531. Petition for dissolution
Status: in_force

When five members of a corporation or society created for the support of the gospel and the maintenance of public worship, or to procure, hold, and keep in repair a house of public worship, or a parsonage, or for all or any of such purposes, desire to dissolve or move such corporation or society, they may apply by petition in writing to the Superior Court in the county in which the corporation or society is located. Such petition, with a citation, shall be served on such corporation or society like a summons.
11B V.S.A. § 12.02 — VT Code / Title 11B / Chapter 12 / Section 12.02
§ 12.02. Sale of assets other than in regular course of activities
Status: in_force

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board, if the proposed transaction is authorized by subsection (b) of this section.

(b) Unless this title, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (d) of this section) require a greater vote or voting by class, the proposed transaction to be authorized must be approved:

(1) by the board;

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

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

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

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

(e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(f) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.

(g) A public benefit corporation must give written notice to the Attorney General 20 days before it sells, leases, exchanges, or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities unless the Attorney General has given the corporation a written waiver of this subsection.

(h) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further action by the members or any other person who approved the transaction in accordance with the procedures set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.
11C V.S.A. § 1406 — VT Code / Title 11C / Chapter 14 / Section 1406
§ 1406. Revocation of certificate of authority
Status: in_force

(a) A certificate of authority may be revoked by the Secretary of State in the manner provided in subsection (b) of this section if the foreign enterprise does not:

(1) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this title;

(2) deliver, not later than 60 days after the due date, its annual report;

(3) appoint and maintain an agent for service of process; or

(4) deliver for filing a statement of change not later than 30 days after a change has occurred in the name of the agent or the address of the foreign enterprise's designated office.

(b) To revoke a certificate of authority, the Secretary of State shall file a notice of revocation and send a copy to the foreign enterprise's registered agent for service of process in this State or, if the foreign enterprise does not appoint and maintain an agent for service of process in this State, to the foreign enterprise's principal office. The notice shall state:

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

(2) the foreign enterprise's noncompliance that is the reason for the revocation.

(c) The authority of a foreign enterprise to transact business in this State ceases on the effective date of the notice of revocation unless before that date the foreign enterprise cures each failure to comply stated in the notice. If the foreign enterprise cures the failures, the Secretary of State shall so indicate on the filed notice.
11B V.S.A. § 17.01 — VT Code / Title 11B / Chapter 17 / Section 17.01
§ 17.01. Application to existing domestic corporations
Status: in_force

The provisions of this title shall apply to all existing corporations organized under any general or special act of this State providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this title.
11C V.S.A. § 1102 — VT Code / Title 11C / Chapter 11 / Section 1102
§ 1102. Effect of dissociation as member
Status: in_force

(a) Upon a member's dissociation:

(1) subject to section 1103 of this title, the person has no further rights as a member; and

(2) subject to section 1103 of this title and article 16 of this title, any financial rights owned by the person in the person's capacity as a member immediately before dissociation are owned by the person as a transferee.

(b) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or liability to the mutual benefit enterprise that the person incurred under the organic rules, by contract, or by other means while a member.
11B V.S.A. § 6.02 — VT Code / Title 11B / Chapter 6 / Section 6.02
§ 6.02. Consideration
Status: in_force

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
11A V.S.A. § 20.14 — VT Code / Title 11A / Chapter 20 / Section 20.14
§ 20.14. Involuntary termination of close corporation status; proceeding to prevent loss of status
Status: in_force

(a) A close corporation shall notify all shareholders of any event which would render the corporation no longer eligible to organize as a close corporation under the requirements of section 20.02 of this title. Such notification shall be made within 30 days of the discovery of the event. If shareholders are not notified within one year of the discovery of the event, the corporation's status as a close corporation shall terminate. If shareholders are notified within 30 days, they shall have 120 days after discovery of the event to remedy any breach, and if remedied, the corporation's status as a close corporation shall be unaffected by the breach of any conditions under section 20.02. Commencement of a proceeding by a shareholder or by the corporation in Superior Court under subsection (b) of this section shall suspend the provisions of this subsection.

(b) The Superior Court of the county in which the registered office of the corporation is located, upon the suit of the corporation or any shareholder thereof, shall have jurisdiction to issue all orders necessary to prevent the corporation from losing its status as a close corporation, or to restore its status as a close corporation by enjoining or setting aside any act or threatened act on the part of the corporation or a shareholder thereof which would be inconsistent with any of the provisions or conditions required by section 20.02 of this title to be stated in the articles of incorporation of a close corporation, unless it is an action approved in accordance with section 20.02 of this title. The superior court shall enjoin or set aside any transfer or threatened transfer of shares of a close corporation which is contrary to the terms of its articles of incorporation or of any transfer restriction permitted by subdivision 20.02(5)(A) and subsection 20.05(b) of this title.

(c) A close corporation whose status has been terminated under this section may reinstate that status by correction of breach. Such reinstatement shall revive and validate all actions taken by a close corporation during its termination period, if such actions would otherwise have been legally binding on the corporation if it had never been terminated.
11B V.S.A. § 8.05 — VT Code / Title 11B / Chapter 8 / Section 8.05
§ 8.05. Terms of directors generally
Status: in_force

(a) The articles of incorporation or bylaws must specify the terms of directors. Except for designated or appointed directors, the term of directors may not exceed six years. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director shall be one year. Directors may be elected for successive terms.

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

(c) Except as provided in the articles of incorporation or bylaws:

(1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and

(2) the term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.

(d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors.
11A V.S.A. § 1.40 — VT Code / Title 11A / Chapter 1 / Section 1.40
§ 1.40. Definitions
Status: in_force

As used in this title:

(1) “Articles of incorporation” include amended and restated articles of incorporation, articles of merger, and special charters.

(2) “Authorized shares” mean the shares of all classes a domestic or foreign corporation has authority to issue.

(3) “Conspicuous” means so written that a reasonable person against whom the writing is to operate should notice it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

(4) “Corporation” or “domestic corporation” means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this title.

(5) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission.

(6) “Distribution” means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.

(7) “Employee” includes an officer but not a director. A director may accept duties that make the director also an employee.

(8) “Entity” includes corporation and foreign corporation; nonprofit corporation; profit and nonprofit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government.

(9) “Foreign corporation” means a corporation for profit incorporated under a law other than the law of this State.

(10) “Governmental subdivision” includes authority, county, district, and municipality.

(11) “Includes” denotes a partial definition.

(12) “Individual” includes the estate of an individual who is incompetent or deceased.

(13) “Means” denotes an exhaustive definition.

(14) “Person” includes individual and entity.

(15) “Principal office” means the office (in or outside this State) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.

(16) “Proceeding” includes civil suit and criminal, administrative, and investigatory action.

(17) “Record date” means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of shareholders and their shareholdings for purposes of this title. The determination shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

(18) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under subsection 8.40(c) of this title for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(19) “Shares” mean the units into which the proprietary interests in a corporation are divided.

(20) “Shareholder” means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation.

(21) “State,” when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States.

(22) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.

(23) “United States” includes district, authority, bureau, commission, department, and any other agency of the United States.

(24) “Voting group” means all shares of one or more classes or series that under the articles of incorporation or this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this title to vote generally on the matter are for that purpose a single voting group.

(25) “Electronic transmission” or “electronically transmitted” means a process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

(26) “Meeting” means any structured communications conducted by participants in person or through the use of electronic or telecommunications medium permitting simultaneous or sequentially structured communications for the purpose of reaching a collective agreement.

(27) “Sign” or “signature” includes any manual, facsimile, conformed, or electronic signature.
11 V.S.A. § 3481 — VT Code / Title 11 / Chapter 23 / Section 3481
§ 3481. Law governing
Status: in_force

Subject to the constitution of this State, the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.
11A V.S.A. § 13.02 — VT Code / Title 11A / Chapter 13 / Section 13.02
§ 13.02. Right to dissent
Status: in_force

(a) A shareholder is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions:

(1) Merger. Consummation of a plan of merger to which the corporation is a party:

(A) if shareholder approval is required for the merger by section 11.10 of this title or the articles of incorporation and the shareholder is entitled to vote on the merger; or

(B) if the corporation is a subsidiary that is merged with its parent under section 11.08 of this title.

(2) Share exchange. Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan.

(3) Conversion. Consummation of a plan of conversion pursuant to section 11.03 of this title to which the corporation is a party unless the shareholders of the corporation will have the same dissenters' rights after conversion to the converted organization as they hold before conversion.

(4) Domestication. Consummation of a plan of domestication pursuant to section 11.14 of this title to which the corporation is a party unless the shareholders of the corporation will have the same dissenters' rights after domestication to the domesticated organization as they hold before domestication.

(5) Sale of assets. Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale.

(6) Amendment to articles. An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it:

(A) alters or abolishes a preferential right of the shares;

(B) creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares;

(C) alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;

(D) excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or

(E) reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under section 6.04 of this title.

(7) Market exception. Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.

(b) A shareholder entitled to dissent and obtain payment for his or her shares under this chapter may not challenge the corporate action creating his or her entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
11 V.S.A. § 930 — VT Code / Title 11 / Chapter 5 / Section 930
§ 930. Borrowing scrip by municipal corporations
Status: in_force

All municipal corporations whether incorporated by special act or under general law may borrow scrip from the issuing corporation upon their promissory notes payable both principal and interest in scrip within one year, but not to an amount in any one year greater than one-half the taxes voted or assessed during such year. When such notes are paid, scrip to the amount of such payments shall be retired and not reissued unless against new security.
11A V.S.A. § 8.55 — VT Code / Title 11A / 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 set forth in section 8.51.

(b) The determination required by subsection (a) of this section, in accordance with the terms of section 8.51 of this title, 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 written opinion of 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 of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or

(4) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted 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.
11 V.S.A. § 1005 — VT Code / Title 11 / Chapter 7 / Section 1005
§ 1005. Place of meetings
Status: in_force

Meetings of the members or stockholders of the association, regular or special, shall be held at such place within or outside this State as may be determined from time to time by the board of directors.
11C V.S.A. § 821 — VT Code / Title 11C / Chapter 8 / Section 821
§ 821. Right of director or committee member to information
Status: in_force

A director or a member of a committee appointed under section 817 of this title may obtain, inspect, and copy all information regarding the state of activities and financial condition of the mutual benefit enterprise and other information regarding the activities of the enterprise if the information is reasonably related to the performance of the director's duties as director or the committee member's duties as a member of the committee. Information obtained in accordance with this section may not be used in any manner that would violate any duty of or to the enterprise.
11B V.S.A. § 1.22 — VT Code / Title 11B / Chapter 1 / Section 1.22
§ 1.22. Filing; service and copying fees
Status: in_force

The Secretary of State shall collect the following fees when the documents described in this section are delivered to the Office of the Secretary of State for filing:
11 V.S.A. § 3222 — VT Code / Title 11 / Chapter 22 / Section 3222
§ 3222. Transfer of partnership property
Status: in_force

(a) Partnership property may be transferred as follows:

(1) Subject to the effect of a statement of partnership authority under section 3223 of this title, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 3221 of this title; and

(1) as to a subsequent transferee who gave value for property transferred under subdivisions (a)(1) and (2) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

(2) as to a transferee who gave value for property transferred under subdivision (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.

(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
11C V.S.A. § 1603 — VT Code / Title 11C / Chapter 16 / Section 1603
§ 1603. Action on plan of conversion by converting mutual benefit enterprise
Status: in_force

(a) For a mutual benefit enterprise to convert to another entity, a plan of conversion shall be approved by a majority of the board of directors, or a greater percentage if required by the organic rules, and the board of directors shall call a members' meeting to consider the plan of conversion, 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, 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 conversion, or if the board determines that because of a conflict of interest or other 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 conversion to the members; and

(4) notice of the meeting at which the plan of conversion will be considered, which shall be given in the same manner as notice of a special meeting of members.

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

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

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

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

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

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

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

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

(e) Consent in a record to a plan of conversion by a member shall be delivered to the mutual benefit enterprise before delivery of articles of conversion for filing if as a result of the conversion, the member will have:

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

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

(f) Subject to subsection (e) of this section and any contractual rights, after a conversion is approved and at any time before the effective date of the conversion, a converting mutual benefit enterprise may amend a plan of conversion or abandon the planned conversion:

(1) as provided in the plan; and

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

(g) The voting requirements for districts, classes, or voting groups under section 404 of this title apply to approval of a conversion under this article.
11A V.S.A. § 21.14 — VT Code / Title 11A / Chapter 21 / Section 21.14
§ 21.14. Annual benefit report
Status: in_force

(a) A benefit corporation shall deliver to each shareholder, in a format approved by the directors, an annual benefit report, which shall include:

(1)(A) a statement of the specific goals or outcomes identified by the benefit corporation for creating general public benefit and any specific public benefit for the period of the benefit report;

(B) a description of the actions taken by the benefit corporation to attain the identified goals or outcomes and the extent to which the goals or outcomes were attained;

(C) a description of any circumstances that hindered the attainment of the identified goals or outcomes and the creation of general public benefit or any specific public benefit; and

(D) specific actions the benefit corporation can take to improve its social and environmental performance and attain the goals or outcomes identified for creating general public benefit and any specific public benefit;

(2) an assessment of the social and environmental performance of the benefit corporation prepared in accordance with a third-party standard that has been applied consistently with prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application;

(3) a statement of specific goals or outcomes identified by the benefit corporation and approved by the shareholders for creating general public benefit and any specific public benefit for the period of the next benefit report;

(4) the name of each benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed;

(5) the compensation paid by the benefit corporation during the year to each director in that capacity;

(6) the name of each person that owns beneficially or of record five percent or more of the shares of the benefit corporation; and

(7) the statement of a benefit director described in subsection 21.10(c) of this title.

(b) A benefit corporation shall annually deliver the benefit report to each shareholder within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders.

(c) After reasonable opportunity for review, the shareholders of the benefit corporation shall approve or reject the annual benefit report by majority vote at the annual meeting of shareholders or at a special meeting held for that purpose.

(d) A benefit corporation shall post its most recent benefit report endorsed by its shareholders on the public portion of its website, if any, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as posted. If a benefit corporation does not have a public website, it shall deliver a copy of its most recent benefit report on demand and without charge to any person who requests a copy.

(e) If a benefit corporation is a close corporation that has dispensed with or restricted the discretion or powers of the board of directors, the annual benefit report shall describe the person or persons who exercise the powers, duties, and rights and have the immunities of the board of directors and the benefit director.
11A V.S.A. § 3.01 — VT Code / Title 11A / Chapter 3 / Section 3.01
§ 3.01. Purposes
Status: in_force

(a) Every corporation incorporated under this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.

(b) A corporation engaging in a business that is subject to regulation under another statute of this State may incorporate under this title only if permitted by, and subject to all limitations of, the other statute, including:

(1) banks, savings and loan associations, credit unions, and other financial institutions regulated under Title 8;

(2) insurance companies regulated under Title 8;

(3) public service utilities regulated under Title 30;

(4) railroad companies regulated under Title 19; and

(5) professional corporations under 11 V.S.A. chapter 3 or 4.
11B V.S.A. § 13.02 — VT Code / Title 11B / Chapter 13 / Section 13.02
§ 13.02. Authorized distributions
Status: in_force

(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed:

(1) the corporation would be able to pay its debts as they become due in the usual course of its activities; and

(2) the corporation's total assets would at least equal the sum of its total liabilities.

(b) A public benefit corporation and a mutual benefit corporation may make distributions upon dissolution in conformity with chapter 14 of this title.
11C V.S.A. § 1302 — VT Code / Title 11C / Chapter 13 / Section 1302
§ 1302. Proper plaintiff
Status: in_force

(a) A derivative action to enforce a right of a mutual benefit enterprise may be maintained only by a person that:

(1) is a member or a dissociated member at the time the action is commenced and:

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

(B) whose status as a member devolved upon the person by operation of law or the organic rules from a person that was a member at the time of the conduct; and

(2) adequately represents the interests of the enterprise.

(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member who meets the requirements of subsection (a) of this section to be substituted as plaintiff.
11C V.S.A. § 806 — VT Code / Title 11C / Chapter 8 / Section 806
§ 806. Resignation of director
Status: in_force

A director may resign at any time by giving notice in a record to the mutual benefit enterprise. Unless the notice states a later effective date, a resignation is effective when the notice is received by the enterprise.
11C V.S.A. § 201 — VT Code / Title 11C / Chapter 2 / Section 201
§ 201. Signing of records delivered for filing to Secretary of State
Status: in_force

(a) A record delivered to the Secretary of State for filing pursuant to this title shall be signed as follows:

(1) The initial articles of organization shall be signed by at least one organizer.

(2) A statement of cancellation under subsection 302(d) of this title shall be signed by at least one organizer.

(3) Except as otherwise provided in subdivision (4) of this subsection, a record signed on behalf of an existing mutual benefit enterprise shall be signed by an officer.

(4) A record filed on behalf of a dissolved enterprise shall be signed by a person winding up activities under section 1206 of this title or a person appointed under section 1206 to wind up those activities.

(5) Any other record shall be signed by the person on whose behalf the record is delivered to the Secretary of State.

(b) Any record to be signed under this title may be signed by an authorized agent.
11 V.S.A. § 1015 — VT Code / Title 11 / Chapter 7 / Section 1015
§ 1015. Issue of stock
Status: in_force

An association shall not issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member's right to vote. Until such notes are paid in full, the corresponding stock, to the extent of unpaid balances, shall be carried on the books of the association and upon all financial statements made by the association as “capital stock issued for notes,” and the notes shall be carried on such books and statements as “notes given for capital stock.”
11 V.S.A. § 4144 — VT Code / Title 11 / Chapter 25 / Section 4144
§ 4144. Approval of conversion
Status: in_force

(a) For any conversion of a limited liability company into another type of organization, a plan of conversion is not effective unless it has been approved:

(1) by a domestic converting limited liability company, in accordance with the organizational documents of the limited liability company, or, in the absence of a provision governing approval of conversions, by all the members of the limited liability company entitled to vote on or consent to any matter; and

(2) in a record, by each member of a domestic converting limited liability company who will have personal liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless:

(A) the operating agreement of the company provides in a record for the approval of a conversion or a merger in which some or all of its members become subject to personal liability by the affirmative vote or consent of fewer than all the members; and

(B) the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision.

(b) For a conversion of a domestic general partnership or domestic limited partnership into a domestic limited liability company, the plan of conversion shall be approved by all of the partners or by a number or percentage of the partners required for the conversion in the partnership agreement.

(c) A conversion involving a domestic converting organization is not effective unless it is approved by the domestic converting organization in accordance with its governing law and organizational documents.

(d) A conversion of a foreign converting organization is not effective unless it is approved by the foreign organization in accordance with the law of the foreign organization's jurisdiction of formation and its organizational documents.
11C V.S.A. § 1208 — VT Code / Title 11C / Chapter 12 / Section 1208
§ 1208. Known claims against dissolved mutual benefit enterprise
Status: in_force

(a) Subject to subsection (d) of this section, a dissolved mutual benefit enterprise may dispose of the known claims against it by following the procedure in subsections (b) and (c) of this section.

(b) A dissolved mutual benefit enterprise shall notify its known claimants of the dissolution in a record. The notice shall:

(1) specify that a claim be in a record;

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

(3) provide an address to which the claim shall be sent;

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

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

(c) A claim against a dissolved mutual benefit enterprise is barred if the requirements of subsection (b) of this section are met, and:

(1) the enterprise is not notified of the claimant's claim, in a record, by the deadline specified in the notice under subdivision (b)(4) of this section;

(2) in the case of a claim that is timely received but rejected by the enterprise, the claimant does not commence an action to enforce the claim against the enterprise within 90 days after receipt of the notice of the rejection; or

(3) if a claim is timely received but is neither accepted nor rejected by the enterprise within 120 days after the deadline for receipt of claims, the claimant does not commence an action to enforce the claim against the enterprise:

(A) after the 120-day period; and

(B) within 90 days after the 120-day period.

(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that is contingent on that date.
11B V.S.A. § 8.12 — VT Code / Title 11B / Chapter 8 / Section 8.12
§ 8.12. Compensation of directors
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, a board of directors may fix the compensation of directors.
11B V.S.A. § 8.32 — VT Code / Title 11B / Chapter 8 / Section 8.32
§ 8.32. Loans to or guarantees for directors and officers
Status: in_force

(a) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.

(b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
11C V.S.A. § 802 — VT Code / Title 11C / Chapter 8 / Section 802
§ 802. No liability as director for mutual benefit enterprise's obligations
Status: in_force

A debt, obligation, or other liability of a mutual benefit enterprise is solely that of the enterprise and is not a debt, obligation, or liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for an obligation of an enterprise solely by reason of being a director.
11A V.S.A. § 5.01 — VT Code / Title 11A / Chapter 5 / Section 5.01
§ 5.01. Registered office and registered agent for service of process
Status: in_force

Each corporation must continuously maintain in this State:

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

(2) a registered agent for service of process pursuant to 11 V.S.A. § 1655, whose business office is identical with the registered office.
11B V.S.A. § 7.21 — VT Code / Title 11B / Chapter 7 / Section 7.21
§ 7.21. Voting entitlement generally
Status: in_force

(a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.

(b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect:

(1) if only one votes, such act binds all; and

(2) if more than one votes, the vote shall be divided on a pro rata basis.
11A V.S.A. § 6.26 — VT Code / Title 11A / Chapter 6 / Section 6.26
§ 6.26. Shares without certificates
Status: in_force

(a) Unless the articles of incorporation or bylaws require that shares shall be represented by certificates, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(b) Within a reasonable time after the issue or transfer of shares without certificates, and at least annually thereafter, the corporation shall send the shareholder a written statement of the information required on certificates by subsections 6.25(b) and (c), and, if applicable, section 6.27 of this title.
11 V.S.A. § 3271 — VT Code / Title 11 / Chapter 22 / Section 3271
§ 3271. Events causing dissolution and winding up of partnership business
Status: in_force

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(1) in a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subdivisions 3251(2) through (10) of this title, of that partner's express will to withdraw as a partner, or on a later date specified by the partner;

(2) in a partnership for a definite term or particular undertaking:

(A) the expiration of 90 days after a partner's dissociation by death or otherwise under subdivisions 3251(6) through (10) of this title or wrongful dissociation under subsection 3252(b) of this title, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subdivision 3252(b)(2)(A) of this title, agree to continue the partnership;

(B) the express will of all of the partners to wind up the partnership business; or

(C) the expiration of the term or the completion of the undertaking;

(3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business;

(4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(5) on application by a partner, a judicial determination that:

(A) the economic purpose of the partnership is likely to be unreasonably frustrated;

(B) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or

(C) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

(6) on application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:

(A) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(B) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
11 V.S.A. § 3483 — VT Code / Title 11 / Chapter 23 / Section 3483
§ 3483. Issuance of registration
Status: in_force

(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he or she shall:

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

(2) file in his or her office a duplicate original of the application; and

(3) issue a certificate of registration to transact business in this State.

(b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his or her representative.
11B V.S.A. § 8.02 — VT Code / Title 11B / Chapter 8 / Section 8.02
§ 8.02. Qualifications of directors
Status: in_force

All directors must be individuals. The articles of incorporation or bylaws may prescribe other qualifications for directors. A director need not be a resident of this State or a member of the corporation unless the articles of incorporation or bylaws so prescribe.
11 V.S.A. § 562 — VT Code / Title 11 / Chapter 1 / Section 562
§ 562. Distributions required
Status: in_force

Each corporation which is a “private foundation” as defined in section 509 of the Internal Revenue Code of 1986 shall distribute, for the purposes specified in its articles of organization, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code of 1986. (1971, No. 112, § 2.)
11 V.S.A. § 1001 — VT Code / Title 11 / Chapter 7 / Section 1001
§ 1001. Contents of bylaws
Status: in_force

Each association may provide in its bylaws for any or all of the following matters:

(1) The time, place, and manner of calling and conducting its meetings.

(2) The number of stockholders or members constituting a quorum.

(3) The number of directors constituting a quorum.

(4) The qualifications, compensation, duties, and term of office of directors and officers; the time of their election; and the mode and manner of giving notice thereof.

(5) Reasonable penalties for violations of the bylaws.

(6) The amount of entrance, organization, and membership fees, if any; the manner of collecting the same; and the purposes for which they may be used.

(7) The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association; the charges, if any, to be paid by each member or stockholder for services rendered by the association to him or her and the time of payment and manner of collection; and the marketing contract between the association and its members or stockholders, which every member or stockholder may be required to sign.

(8) The number and qualification of members or stockholders of the association and the conditions precedent to membership or ownership of common stock; the method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock; the manner of assignment and transfer of the interest of members and of the shares of common stock; the conditions upon which and time when a membership shall cease; the automatic suspension of the rights of a member when he or she ceases to be eligible to membership; the manner and effect of the expulsion of a member; the manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or stockholder, or upon the expulsion of a member or forfeiture of his or her membership, or, at the option of the association, the purchase at a price fixed by conclusive appraisal by a board of appraisers. But in no case shall it be provided that the value or price of the stock shall be determined by any board on which the association shall have any greater voice than the member or his or her representative.

(9) The basis of voting by the members or stockholders, especially whether votes of all members shall be equal, or in proportion to the land area leased or used by each member for production of the products handled by the association, or in proportion to the quantity of such products delivered by or handled for each member or stockholder, or such other basis as may be determined. Unless otherwise provided, no member or stockholder shall be entitled to more than one vote regardless of the number of shares of common stock owned by him or her.

(10) In the case of a consumers' or railroad cooperative, the method of distributing among members or stockholders and patrons, both members and nonmembers, the net savings derived from the excess of total income over operating expenses. Provision may be made for the accumulation of reserve funds out of net savings.
11A V.S.A. § 8.43 — VT Code / Title 11A / Chapter 8 / Section 8.43
§ 8.43. Resignation and removal of officers
Status: in_force

(a) An officer may resign at any time by delivering notice to the president or other officer responsible for recording the minutes of the meetings of the shareholders and directors of the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

(b) A board of directors may remove any officer at any time with or without cause.
11 V.S.A. § 561 — VT Code / Title 11 / Chapter 1 / Section 561
§ 561. Prohibited acts
Status: in_force

No corporation which is a “private foundation” as defined in section 509(a) of the Internal Revenue Code of 1986, shall:

(1) engage in any act of “self-dealing” (as defined in section 4941(d) of the Internal Revenue Code of 1986), which would give rise to any liability for the tax imposed by section 4941(a) of the Internal Revenue Code of 1986;

(2) retain any “excess business holdings” (as defined in section 4943(c) of the Internal Revenue Code of 1986), which would give rise to any liability for the tax imposed by section 4943(a) of the Internal Revenue Code of 1986;

(3) make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code of 1986, so as to give rise to any liability for the tax imposed by section 4944(a) of the Internal Revenue Code of 1986; and

(4) make any “taxable expenditures” (as defined in section 4945(d) of the Internal Revenue Code of 1986) which would give rise to any liability for the tax imposed by section 4945(a) of the Internal Revenue Code of 1986. (1971, No. 112, § 1.)
11 V.S.A. § 3425 — VT Code / Title 11 / Chapter 23 / Section 3425
§ 3425. Information
Status: in_force

Each limited partner has the right to:

(1) inspect and copy any of the partnership records required to be maintained by section 3405 of this title; and

(2) obtain from the general partners from time to time upon reasonable demand true and full information regarding the state of the business and financial condition of the limited partnership; promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and other information regarding the affairs of the limited partnership as is just and reasonable.
11 V.S.A. § 4022 — VT Code / Title 11 / Chapter 25 / Section 4022
§ 4022. Organization
Status: in_force

(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing. The organizers need not be members of the limited liability company at the time of formation or after formation has occurred.

(b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed.

(c) The filing of the articles of organization by the Secretary of State is conclusive proof that the organizers satisfied all conditions precedent to the creation of the organization.

(d) The Secretary of State shall maintain a separate record of the number of limited liability companies that deliver articles of organization to the Secretary for filing by electronic transmission.
11C V.S.A. § 1407 — VT Code / Title 11C / Chapter 14 / Section 1407
§ 1407. Cancellation of certificate of authority; effect of failure to have certificate
Status: in_force

(a) To cancel its certificate of authority, a foreign enterprise shall deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 203 of this title.

(b)(1) A foreign enterprise transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has a certificate of authority.

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

(c) The failure of a foreign enterprise to have a certificate of authority does not impair the validity of a contract or act of the foreign enterprise or prevent the foreign enterprise from defending an action or proceeding in this State.

(d) A member of a foreign enterprise is not liable for the obligations of the foreign enterprise solely by reason of the foreign enterprise's having transacted business in this State without a certificate of authority.

(e) If a foreign enterprise transacts business in this State without a certificate of authority or cancels its certificate, it appoints the Secretary of State as its agent for service of process for an action arising out of the transaction of business in this State.

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

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

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

(3) other penalties imposed by law.
11B V.S.A. § 14.05 — VT Code / Title 11B / Chapter 14 / Section 14.05
§ 14.05. Effect of dissolution
Status: in_force

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

(1) preserving and protecting its assets and minimizing its liabilities;

(2) discharging or making provision for discharging its liabilities and obligations;

(3) disposing of its properties that will not be distributed in kind;

(4) returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;

(5) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;

(6) if the corporation is a public benefit corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:

(A) to one or more persons recognized as exempt under section 501(c)(3) of the Internal Revenue Code; or

(B) if the dissolved corporation is not recognized as exempt under section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations;

(7) if the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members those persons whom the corporation holds itself out as benefiting or serving; and

(8) doing every other act necessary to wind up and liquidate its assets and affairs.

(b) Dissolution of a corporation does not:

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

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

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

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

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

(6) terminate the authority of the registered agent for service of process.
11 V.S.A. § 4171 — VT Code / Title 11 / Chapter 25 / Section 4171
§ 4171. Definitions
Status: in_force

As used in this section:

(1) “Blockchain technology” has the same meaning as in 12 V.S.A. § 1913.

(2) “Participant” means:

(A) each person that has a partial or complete copy of the decentralized consensus ledger or database utilized by the blockchain technology, or otherwise participates in the validation processes of such ledger or database;

(B) each person in control of any digital asset native to the blockchain technology; and

(C) each person that makes a material contribution to the protocols.

(3) “Protocols” means the designated regulatory model of the software that governs the rules, operations, and communication between nodes on the network utilized by the participants.

(4) “Virtual currency” means a digital representation of value that:

(A) is used as a medium of exchange, unit of account, or store of value; and

(B) is not legal tender, whether or not denominated in legal tender.
11A V.S.A. § 7.23 — VT Code / Title 11A / Chapter 7 / Section 7.23
§ 7.23. Shares held by nominees
Status: in_force

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.

(b) The procedure may set forth:

(1) the types of nominees to which it applies;

(2) the rights or privileges that the corporation recognizes in a beneficial owner;

(3) the manner in which the procedure is selected by the nominee;

(4) the information that must be provided when the procedure is selected;

(5) the period for which selection of the procedure is effective; and

(6) other aspects of the rights and duties created.
11 V.S.A. § 3463 — VT Code / Title 11 / Chapter 23 / Section 3463
§ 3463. Rights of creditor
Status: in_force

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his or her partnership interest.
11 V.S.A. § 3265 — VT Code / Title 11 / Chapter 22 / Section 3265
§ 3265. Continued use of partnership name
Status: in_force

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
11B V.S.A. § 15.06 — VT Code / Title 11B / 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 must be distinguishable upon the records of the Secretary of State from reserved or registered trade names or corporate names.

(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 upon the records from the name applied for 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.
11B V.S.A. § 11.05 — VT Code / Title 11B / Chapter 11 / Section 11.05
§ 11.05. Effect of merger
Status: in_force

When a merger takes effect:

(1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment, and such vesting shall occur without further act or deed;

(3) the surviving corporation has all liabilities and obligations of each corporation party to the merger; provided that trust obligations upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective;

(4) a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;

(5) the articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
11A V.S.A. § 11.15 — VT Code / Title 11A / Chapter 11 / Section 11.15
§ 11.15. Filing required for domestication; effective date
Status: in_force

(a) A domesticating corporation that approves a plan of domestication shall deliver to the Secretary of State for filing articles of domestication that include:

(1) a statement, as the case may be, that the corporation was domesticated from or into another jurisdiction;

(2) the name of the corporation and the jurisdiction of its governing statute prior to the domestication;

(3) the name of the corporation and the jurisdiction of its governing statute following domestication;

(4) the date the domestication takes effect under the governing statute of the domesticated company; and

(5) a statement that the corporation approved the domestication as required by the governing statute of the jurisdiction to which it is domesticating.

(b) When a domesticating corporation delivers articles of domestication to the Secretary of State pursuant to subsection (a) of this section, it shall include:

(1) if the domesticating corporation will be a domestic corporation, articles of incorporation pursuant to section 2.02 of this title;

(2) if the domesticating corporation will be a foreign corporation authorized to transact business in this State, an application for a certificate of authority pursuant to section 15.03 of this title; or

(3) if the domesticating corporation will be a foreign corporation that is not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title.

(c) A domestication takes effect:

(1) when the articles of domestication of the domesticating corporation take effect, if the corporation is domesticating to this State; and

(2) according to the governing statute of jurisdiction to which the corporation is domesticating.
11C V.S.A. § 1403 — VT Code / Title 11C / Chapter 14 / Section 1403
§ 1403. Activities not constituting transacting business
Status: in_force

(a) Activities of a foreign enterprise that do not constitute transacting business in this State under this article include:

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

(2) holding meetings of the foreign enterprise's members or directors or carrying on any other activity concerning the foreign enterprise's internal affairs;

(3) maintaining accounts in financial institutions;

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

(5) selling through independent contractors;

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

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

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

(9) 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 article, 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 enterprise to service of process, taxation, or regulation under the laws of this State other than this title.
11B V.S.A. § 7.22 — VT Code / Title 11B / Chapter 7 / Section 7.22
§ 7.22. Quorum requirements
Status: in_force

(a) Unless this title, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.

(b) A bylaw amendment to decrease the quorum for any member action may be approved by the members, or, unless prohibited by the bylaws, by the board.

(c) A bylaws amendment to increase the quorum required for any member action must be approved by the members.

(d) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the meeting notice.
11A V.S.A. § 7.06 — VT Code / Title 11A / Chapter 7 / Section 7.06
§ 7.06. Waiver of notice
Status: in_force

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

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

(1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder 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 shareholder makes timely objection to considering the matter when it is presented, or when the shareholder thereafter becomes aware that the matter has been presented.

(c) An objection made under subsection (b) of this section preserves the right of the shareholder to file a judicial action to challenge the validity of the meeting, transaction, or other matter under consideration.
11 V.S.A. § 443 — VT Code / Title 11 / Chapter 1 / Section 443
§ 443. Contempt
Status: in_force

When such corporation, without reasonable cause, neglects or refuses to comply with the requirement of such notice, it may be punished as for contempt by the court having jurisdiction in the premises to punish for contempt. Execution may issue for the collection of such fine as may be imposed for such contempt. The execution shall be served and all proceedings thereunder be governed according to the law relating to service and return of final process issuing from Superior Court.
11 V.S.A. § 4004 — VT Code / Title 11 / Chapter 25 / Section 4004
§ 4004. 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 12 percent per annum computed by the actuarial method.
11 V.S.A. § 3264 — VT Code / Title 11 / Chapter 22 / Section 3264
§ 3264. Statement of dissociation
Status: in_force

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.

(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subsections 3223(d) and (e) of this title.

(c) For the purposes of subdivisions 3262(a)(3) and 3263(b)(3) of this title, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.
11 V.S.A. § 1082 — VT Code / Title 11 / Chapter 8 / Section 1082
§ 1082. Definitions
Status: in_force

As used in this chapter, unless the context clearly requires otherwise, the term:

(1) “Worker cooperative” means a corporation which has elected to be governed by this chapter.

(2) “Person” means a natural person.

(3) “Member” means a person who has been accepted for membership in, and owns a membership share issued by, a worker cooperative.

(4) “Membership share” means a share of voting stock issued to each member of a worker cooperative as evidence of membership.

(5) “Membership fee” means the consideration paid for a membership share.

(6) “Patronage” means the amount of work performed as a member of a worker cooperative, measured in accordance with the articles of incorporation or bylaws.

(7) “Written notice of allocation” means a written instrument which discloses to a member the stated dollar amount of that member's patronage allocation and the terms for payment of that amount by the worker cooperative.

(8) “Internal capital accounts” means a system of accounts on the books of a worker cooperative that reflects the book value of the corporation.

(9) “Individual capital accounts” means internal capital accounts that represent the portion of the net book value of the corporation attributable to each member.

(10) “Collective account” means an internal capital account that represents the portion of the net book value of the corporation attributable to the cooperative.

(11) “Internal capital account cooperative” means a worker cooperative governed in accordance with section 1090 of this chapter.
11C V.S.A. § 1404 — VT Code / Title 11C / Chapter 14 / Section 1404
§ 1404. Issuance of certificate of authority
Status: in_force

Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this title, the Secretary of State, upon payment by the foreign enterprise of all filing fees, shall file the application, issue a certificate of authority, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign enterprise or its representative.
11B V.S.A. § 15.04 — VT Code / Title 11B / Chapter 15 / Section 15.04
§ 15.04. Amended certificate of authority
Status: in_force

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

(1) its corporate name;

(2) the period of its duration; or

(3) the state or country of its incorporation.

(b) The requirements of section 15.03 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
11 V.S.A. § 1006 — VT Code / Title 11 / Chapter 7 / Section 1006
§ 1006. Directors
Status: in_force

The business of the association shall be managed by a board of not less than five directors, elected by the members or stockholders from their own number.
11 V.S.A. § 3231 — VT Code / Title 11 / Chapter 22 / Section 3231
§ 3231. Partner's rights and duties
Status: in_force

(a) Each partner is deemed to have an account that is:

(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and

(2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.

(b) Each partner is entitled to an equal share of the partnership profits. Except as provided in subsections 3226(b) and (c) of this title, each partner is chargeable with a share of the partnership losses, whether capital or operating, in proportion to the partner's share of the profits.

(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(f) Each partner has equal rights in the management and conduct of the partnership business.

(g) A partner may use or possess partnership property only on behalf of the partnership.

(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(i) A person may become a partner only with the consent of all of the partners.

(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.

(k) This section does not affect the obligations of a partnership to other persons under section 3221 of this title.
11 V.S.A. § 1636 — VT Code / Title 11 / Chapter 15 / Section 1636
§ 1636. Termination of business name; hearing
Status: in_force

(a) If the Secretary of State declines to register a business because it is not distinguishable in the records of the Secretary from another business name, the applicant may request that the Secretary determine whether the person to whom the business name is registered is doing business or taking steps to do business in this State.

(b) If, after notice and an opportunity for hearing, the Secretary or designee finds that the person is not doing business or intending to do business in this State as demonstrated by a substantive act or acts consistent with that intent, the Secretary may terminate the registration and register the business name to the applicant. If the business name is not taken by the person who requested a hearing under this section, the business name shall be available for selection by another registrant.

(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.
11 V.S.A. § 4033 — VT Code / Title 11 / Chapter 25 / Section 4033
§ 4033. Annual report for Secretary of State
Status: in_force

(a) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this State shall file an annual report with the Secretary of State. The annual report shall set forth the following information:

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

(2) the address of its designated office; and

(3) the name, email, and address of its agent for service of process.

(b) Information in the annual report shall be current as of the date the annual report is signed on behalf of the company.

(c) The annual report shall be delivered to the Secretary of State within three months after the expiration of the company's fiscal year.

(d) The Secretary of State shall amend its records to reflect a change, if specified in the report, to the business's purpose, email, address, or principal information.
11B V.S.A. § 2.02 — VT Code / Title 11B / Chapter 2 / Section 2.02
§ 2.02. Articles of incorporation
Status: in_force

(a) The articles of incorporation must set forth:

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

(2) One of the following statements:

(A) This corporation is a public benefit corporation.

(B) This corporation is a mutual benefit corporation.

(3) 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.

(4) The name and address of each incorporator.

(5) Whether or not the corporation will have members.

(6) Provisions not inconsistent with law regarding the distribution of assets on dissolution.

(b) The articles of incorporation may set forth:

(1) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

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

(3) provisions not inconsistent with law regarding:

(A) managing and regulating the affairs of the corporation;

(B) defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members);

(C) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; and

(4) any provision that under this title is required or permitted to be set forth in the bylaws.

(c) Each incorporator and director named in the articles must sign the articles.

(d) The articles of incorporation need not set forth any of the corporate powers enumerated in this title.