11A V.S.A. § 4.02 — VT Code / Title 11A / Chapter 4 / Section 4.02
§ 4.02. Reserved name
Status: in_force

A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to 11 V.S.A. § 1652.
11B V.S.A. § 12.01 — VT Code / Title 11B / Chapter 12 / Section 12.01
§ 12.01. Sale of the assets in regular course of activities and mortgage of assets
Status: in_force

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

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

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

(b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required.
11A V.S.A. § 8.23 — VT Code / Title 11A / Chapter 8 / Section 8.23
§ 8.23. Waiver of notice
Status: in_force

(a) A director 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. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.

(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
11B V.S.A. § 14.30 — VT Code / Title 11B / Chapter 14 / Section 14.30
§ 14.30. Grounds for judicial dissolution
Status: in_force

(a) The Superior Court may dissolve a corporation:

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

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

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

(C) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or

(D) the corporation is a public benefit corporation and is no longer able to carry out its purposes;

(2) in a proceeding by 50 members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:

(A) the directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;

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

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

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

(E) the corporation is a public benefit corporation and is no longer able to carry out its purposes;

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

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

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

(4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

(b) Prior to dissolving a corporation, the court shall consider whether:

(1) there are reasonable alternatives to dissolution;

(2) dissolution is in the public interest, if the corporation is a public benefit corporation;

(3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.
11C V.S.A. § 303 — VT Code / Title 11C / Chapter 3 / Section 303
§ 303. Organization of mutual benefit enterprise
Status: in_force

(a) After a mutual benefit enterprise is formed:

(1) if initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the enterprise; or

(2) if initial directors are not named in the articles of organization, the organizers shall designate the initial directors and call a meeting of the initial directors to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the enterprise.

(b) Unless the articles of organization otherwise provide, the initial directors may cause the mutual benefit enterprise to accept members, including those necessary for the enterprise to begin business.

(c) Initial directors need not be members.

(d) An initial director serves until a successor is elected and qualified at a members' meeting or the director is removed, resigns, is adjudged incompetent, or dies.
11C V.S.A. § 901 — VT Code / Title 11C / Chapter 9 / Section 901
§ 901. Article definitions
Status: in_force

In this article:

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

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

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

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

(5) “Official capacity” means:

(A) When used with respect to a director, the office of director in an enterprise.

(B) When used with respect to an individual other than a director, as contemplated in section 907 of this title, the office in an enterprise held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the enterprise. “Official capacity” does not include service for any other foreign or domestic corporation or any enterprise or any partnership, joint venture, trust, employee benefit plan, or other enterprise.

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

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

(8) “Special legal counsel” means counsel that has never been an employee of the enterprise and who has not and whose firm has not performed legal services for the enterprise pertaining to the matter for which indemnification is sought for a period of at least two years before retention as special counsel.
11C V.S.A. § 808 — VT Code / Title 11C / Chapter 8 / Section 808
§ 808. Suspension of director by board
Status: in_force

(a) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the enterprise and if the director is engaging or has engaged in:

(1) fraudulent conduct with respect to the enterprise or its members;

(2) gross abuse of the position of director;

(3) intentional or reckless infliction of harm on the enterprise; or

(4) any other behavior, act, or omission as provided by the organic rules.

(b)(1) A suspension under subsection (a) of this section is effective for 30 days unless the board of directors calls a special meeting of members for removal of the director before the end of the 30-day period, in which case the suspension is effective until adjournment of the meeting or the director is removed.

(2) Upon call of a special meeting of members for removal of the director, an officer of the enterprise or the board of directors shall mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal and to the director to be removed notice of the meeting that complies with section 508 of this title.

(3) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director at the time of the vote.
11B V.S.A. § 14.32 — VT Code / Title 11B / Chapter 14 / Section 14.32
§ 14.32. Receivership or custodianship
Status: in_force

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

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

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

(1) the receiver:

(A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and

(B) may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this State;

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

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

(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
11A V.S.A. § 6.24 — VT Code / Title 11A / Chapter 6 / Section 6.24
§ 6.24. Share options
Status: in_force

(a) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine:

(1) the terms upon which the rights, options, or warrants are issued; and

(2) the terms, including the consideration for which the shares or other securities are to be issued.

(b) The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.

(c) The terms and conditions of such rights, options, or warrants, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that:

(1) preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or

(2) invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees.
11 V.S.A. § 196 — VT Code / Title 11 / Chapter 1 / Section 196
§ 196. Power of historical corporations to amend articles
Status: in_force

(a) A corporation, not organized for profit, existing either by special act under the general law, formed for the purpose of erecting and maintaining monuments for the commemoration of historical events, or for the purpose of caring for and maintaining an historical monument owned by the State or located on its land, may, by vote of a majority of its members, amend its charter or articles of association so as to include therein the following powers:

(1) to own, establish, manage, and maintain a museum for the preservation of historical objects;

(2) to maintain and preserve other historical monuments and markers;

(3) to provide or remove limitations as to the number of its members; and

(4) to provide for the payment of membership dues and for different classes of memberships with varying rates of dues.

(b) When such amendment is adopted, a certificate thereof shall be sent to the Secretary of State, executed by the president and clerk, or by a majority of the directors or trustees. The Secretary shall, without fee, record the same if it conforms generally to provisions of this chapter.
11B V.S.A. § 8.51 — VT Code / Title 11B / Chapter 8 / Section 8.51
§ 8.51. Authority to indemnify
Status: in_force

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

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

(2) reasonably believed:

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

(B) in all other cases, that his or her conduct was not in opposition to the corporation's best interests; and

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

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

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

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

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

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

(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
11A V.S.A. § 13.23 — VT Code / Title 11A / Chapter 13 / Section 13.23
§ 13.23. Duty to demand payment
Status: in_force

(a) A shareholder sent a dissenters' notice described in section 13.22 of this title must demand payment, certify whether he or she acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to subdivision 13.22(b)(3) of this title, and deposit his or her certificates in accordance with the terms of the notice.

(b) The shareholder who demands payment and deposits his or her share certificates under subsection (a) of this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.

(c) A shareholder who does not demand payment or deposit his or her share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his or her shares under this chapter.
11 V.S.A. § 1061 — VT Code / Title 11 / Chapter 7 / Section 1061
§ 1061. Procedure
Status: in_force

Two or more cooperative associations organized under, or which have adopted the provisions of subchapter 2 of this chapter, or similar laws of other states, whether having or not having capital stock, may merge or consolidate into one cooperative association which may be a new cooperative association or one of the constituent cooperatives by complying with the following requirements:

(1) Notice of the proposed merger or consolidation, to which shall be attached a copy of the articles therefor in the form prescribed in subdivision (3) of this section, shall be mailed by each consolidating cooperative to its members, its stockholders of every class, the holders of its certificates of beneficial interest, and its former members to whom an allocated reserve is credited on its books, and published in a newspaper of general circulation in the area served by such consolidating cooperative not less than 30 days before the date of the meeting at which the consolidating cooperative acts upon such proposal.

(2) Any present or past member of any consolidating cooperative having a property interest therein evidenced by its stock or its certificates of beneficial interest, or by an allocated reserve, may, not later than 10 days before the holding of such meeting, make a demand in writing upon the consolidating cooperative for payment of such property interest. If, upon the expiration of 60 days from the time the merger or consolidation is completed, the consolidating cooperative and all demandants have not agreed upon the value of the demandants' interest, such consolidating cooperative shall, within 60 days thereafter, apply by petition to the Superior Court in the county where such consolidating cooperative is domiciled for the determination of the value in appropriate securities or cash, as the board of directors of the newly formed cooperative shall determine, of the interest of each demandant who has made a demand in writing for payment of his or her property interest, as hereinbefore set forth, and who has not agreed thereto. Such petition shall state the names and addresses of each and every person who has made demand within the time specified and in the manner above provided. The consolidating cooperative shall notify each such demandant by mailing a copy of the petition and citation by registered mail, return receipt requested, to each demandant at his or her address as the same appears upon the books of the consolidating cooperative or to such other address as the court shall direct. Such notice shall be in lieu of any other notice, statutory or otherwise, and shall be sufficient to bring all parties so notified and the subject matter of the petition within the jurisdiction of the court. However, within 30 days from the mailing of such copy of the petition above referred to, the demandant, at his or her option, instead of proceeding as above set forth, may have such value ascertained by three disinterested persons, one of whom shall be named by the demandant, another by the consolidating cooperative, and the third by the two so named. The findings of these appraisers shall be final, and if their award is not paid by the consolidating cooperative within 30 days after it is made and notice given to the consolidating cooperative, the award may be recovered by the demandant of the consolidating cooperative in a civil action on this statute. The suit shall be stayed pending the action of the appraisers and shall be terminated by the presiding judge as to the demandant upon the filing of the findings of the appraisers with the consolidating cooperative.

(3) If the articles of merger or consolidation are adopted by the affirmative vote of not less than two-thirds of the members attending and voting of each consolidating cooperative voting thereon at the meeting called to consider the same, or by not less than by a two-thirds vote of its delegates if qualified as provided in subdivision (4) of this section, articles of merger or consolidation in the form adopted shall be executed under its seal and acknowledged on behalf of each consolidating cooperative by its president or vice-president. Such articles of merger or consolidation shall recite that they are executed pursuant to this subchapter and shall state:

(A) the name of each consolidating cooperative and the address of its principal office;

(B) the name of the new cooperative and the address of its principal office in this State, or if none, the name, email, and address of an agent for service of process pursuant to section 1655 of this title;

(C) a statement that each consolidating cooperative agrees to the merger or consolidation;

(D) the names and business addresses of the directors of the new cooperative, and of any other principal the association provides; and

(E) the terms and conditions of the merger or consolidation and the mode of carrying the same into effect, including the manner in which the members of the consolidating cooperative may or shall become members of the new cooperative; and may contain provisions, not inconsistent with law or this subchapter, which are deemed necessary or advisable for the conduct of the business of the new cooperative.

(4) The president or vice president and the clerk or secretary of each consolidating cooperative executing such articles of merger or consolidation shall make and annex thereto an affidavit stating that the provisions of this section in respect to such articles were duly complied with by such cooperative.

(5) In the case of any consolidating cooperative having a district election of delegates and a delegate system of voting as permitted by subdivision 995(10) of this title, in which, under its articles of incorporation or bylaws, such delegates have complete voting power on behalf of the membership for every purpose, except that of their own election and the election of district directors, the vote adopting the merger or consolidation required by subdivision (3) of this section shall be that of not less than two- thirds of the delegates attending and voting at such meeting.
11 V.S.A. § 4151 — VT Code / Title 11 / Chapter 25 / Section 4151
§ 4151. Effect of merger
Status: in_force

(a) When a merger becomes effective:

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

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

(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;

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

(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;

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

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

(8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of subchapter 7 of this chapter;

(9) if the surviving organization is created by the merger:

(A) if it is a limited liability company, the certificate of organization becomes effective; or

(B) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and

(10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.

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

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

(3) Service on the Secretary of State under this subsection shall be made in the same manner and has the same consequences as in subsections 4010(c) and (d) of this title.
11B V.S.A. § 1.30 — VT Code / Title 11B / Chapter 1 / Section 1.30
§ 1.30. Powers
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State's Office by this title.
11A V.S.A. § 20.06 — VT Code / Title 11A / Chapter 20 / Section 20.06
§ 20.06. Bylaws
Status: in_force

A close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by section 20.07 of this title.
11A V.S.A. § 7.24 — VT Code / Title 11A / Chapter 7 / Section 7.24
§ 7.24. Corporation's acceptance of votes
Status: in_force

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

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

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

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

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

(4) the name signed or delivered by electronic transmission purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign or deliver by electronic transmission for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment;

(5) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed or delivered by electronic transmission purports to be the name of at least one of the co-owners and the person signing or delivering by electronic transmission appears to be acting on behalf of all the co-owners.

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

(1) the signature on it;

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

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

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

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
11 V.S.A. § 831 — VT Code / Title 11 / Chapter 4 / Section 831
§ 831. Notice of professional corporation status on shares
Status: in_force

(a) The following statement must appear conspicuously on each share certificate issued by a professional corporation:

“The transfer of shares of a professional corporation is restricted by the Vermont Professional Corporation Chapter, and is subject to further restriction imposed from time to time by the licensing authority. Shares of a professional corporation are also subject to a statutory compulsory repurchase obligation.”

(b) Within a reasonable time after the issuance or transfer of uncertificated shares of a professional corporation, the corporation shall send the shareholders a written notice, containing the statement required by subsection (a) of this section.
11A V.S.A. § 20.04 — VT Code / Title 11A / Chapter 20 / Section 20.04
§ 20.04. Election of existing corporation to become a close corporation
Status: in_force

(a) Any corporation organized under this title may become a close corporation by executing and filing, in accordance with sections 10.01-10.09 of this title, an article of amendment to its articles of incorporation, which shall contain the provisions required by section 20.02 of this title.

(b) Such amendment shall be adopted in accordance with the requirements of section 10.03 of this title, provided that it must be approved by a vote of at least two-thirds of the outstanding shares of the corporation, and provided further that if any class of shares is entitled to vote as a group, approval shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.

(c) If the amendment is approved by the requisite vote, any shareholder who voted against the amendment shall be entitled to assert dissenters' rights as provided in sections 13.01-13.28 of this title.
11 V.S.A. § 4118 — VT Code / Title 11 / Chapter 25 / Section 4118
§ 4118. Cancellation of authority
Status: in_force

A foreign limited liability company may cancel its authority to transact business in this State by filing a certificate of cancellation with the Secretary of State. Cancellation does not terminate the authority of the Secretary of State to accept service of process on the company for claims arising out of the transactions of business in this State.
11A V.S.A. § 10.22 — VT Code / Title 11A / Chapter 10 / Section 10.22
§ 10.22. Bylaw increasing quorum or voting requirement for directors
Status: repealed

(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:

(1) if originally adopted by the shareholders, only by the shareholders;

(2) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(c) Action by the board of directors under subdivision (a)(2) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
11 V.S.A. § 1022 — VT Code / Title 11 / Chapter 7 / Section 1022
§ 1022. Payment in stock
Status: in_force

When an association with preferred capital stock shall purchase the stock or any property or interest, it may discharge the obligation so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to an amount which at par value would equal the fair market value of the stock, property, or interest so purchased, as determined by the board of directors. In that case the transfer to the association of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued.
11 V.S.A. § 813 — VT Code / Title 11 / Chapter 3 / Section 813
§ 813. Statutory policy
Status: in_force

This chapter shall be so construed as to effectuate its general purpose of making available to professional persons the benefits of the corporate form for the business aspects of their practices, while preserving the established professional aspects of the personal relationship between the professional person and those he or she serves. (1963, No. 218, § 14, eff. July 3, 1963.)
11A V.S.A. § 21.10 — VT Code / Title 11A / Chapter 21 / Section 21.10
§ 21.10. Benefit director
Status: in_force

(a) Except as provided in subsection (e) of this section, the board of directors of a benefit corporation shall include at least one director who shall be designated a “benefit director” and shall have, in addition to all of the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this section.

(b) A benefit director shall be elected and may be removed in the manner provided by subchapter 1 of chapter 8 of this title and shall be an individual who is independent of the benefit corporation. A benefit director may serve as the benefit officer at the same time as serving as a benefit director. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of a benefit director not inconsistent with this subsection.

(c)(1) A benefit director shall be responsible for the preparation of the annual benefit report required under section 21.14 of this title.

(2) A benefit director may retain an independent third party to audit the annual benefit report or conduct any other assessment of the benefit corporation's social and environmental performance.

(3) A benefit director shall prepare and shall include in the annual benefit report a statement whether, in the opinion of the benefit director:

(A) the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report; and

(B) the directors and officers acted in accordance with the requirements of subsection 21.09(a) and section 21.11 of this title, respectively.

(4) If in the opinion of the benefit director the benefit corporation failed to act in accordance with its general and any specific public benefit purposes or if its directors or officers failed to act in accordance with the requirements of subsection 21.09(a) and section 21.11 of this title, respectively, then the statement of the benefit director shall include a description of the ways in which the benefit corporation or its directors or officers failed to so act.

(d) The acts and omissions of an individual in the capacity of a benefit director shall constitute for all purposes acts and omissions of that individual in the capacity of a director of the benefit corporation.

(e) If the articles of incorporation of a benefit corporation that is a close corporation dispense with or restrict the discretion or powers of the board of directors pursuant to sections 20.08 and 20.09 of this title, then the articles of incorporation or the shareholder agreement shall specify the persons who shall exercise the powers, duties, and rights of the board of directors and the benefit director, as provided in this chapter. A person who exercises one or more of the powers, duties, or rights of a benefit director pursuant to this subsection:

(1) except in the case of a corporation with annual gross revenue of $5 million or more in each of the two years preceding his or her appointment, is not required to be independent of the benefit corporation;

(2) shall have the immunities of a benefit director;

(3) may share the powers, duties, and rights of a benefit director with one or more other persons; and

(4) shall not be subject to the procedures for election or removal of directors provided in subchapter 1 of chapter 8 of this title unless the person is also a director of the benefit corporation or the articles of incorporation or shareholder agreement makes those procedures applicable.

(f) Regardless of whether the articles of incorporation of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by subdivision 2.02(b)(4) of this title, a benefit director shall not be personally liable for any act or omission taken in his or her official capacity as a benefit director unless the act or omission is not in good faith, involves intentional misconduct or a knowing violation of law, or involves a transaction from which the director directly or indirectly derived an improper personal benefit.
11 V.S.A. § 860 — VT Code / Title 11 / Chapter 4 / Section 860
§ 860. Authority to transact business
Status: in_force

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

(b) A foreign professional corporation may not obtain a certificate of authority, unless:

(1) its corporate name satisfies the requirements of section 825 of this title;

(2) it is incorporated for one or more of the purposes described in section 821 of this title; and

(3) all of its shareholders, not less than one-half of its directors, and all of its officers, other than its secretary and treasurer (if any), are licensed in one or more states to render a professional service described in its articles of incorporation, except as provided in section 881 of this title.
11B V.S.A. § 8.43 — VT Code / Title 11B / 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 corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future 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 provides that the successor does not take office until the effective date.

(b) A board may remove any officer at any time with or without cause.
11 V.S.A. § 3482 — VT Code / Title 11 / Chapter 23 / Section 3482
§ 3482. Registration
Status: in_force

Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:

(1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;

(2) the state and date of its formation;

(3) the name, email, and address information of any agent for service of process on the foreign limited partnership pursuant to section 1655 of this title;

(4) a statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subdivision (3) of this section or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;

(5) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

(6) the name and business address of each general partner, and of any other principal the foreign limited partnership provides; and

(7) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this State is canceled or withdrawn.
11 V.S.A. § 862 — VT Code / Title 11 / Chapter 4 / Section 862
§ 862. Revocation of certificate of authority
Status: in_force

The Secretary of State may administratively revoke, under 11A V.S.A. §§ 15.30-15.32, the certificate of authority of a foreign professional corporation authorized to transact business in this State if a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorporation certifies to the Secretary of State that the corporation has violated or is violating a provision of this chapter, and describes the violation in the certificate.
11B V.S.A. § 15.30 — VT Code / Title 11B / Chapter 15 / Section 15.30
§ 15.30. Involuntary termination
Status: in_force

(a) The Secretary of State shall terminate the certificate of authority of a foreign corporation if:

(1) the foreign corporation fails to deliver its biennial report to the Secretary of State as required by section 16.22 of this title;

(2) the foreign corporation does not pay any penalties imposed by this title or other law;

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

(4) the foreign corporation fails to inform the Secretary of State under section 15.08 or 15.09 of this title that its registered agent for service of process or registered office has changed;

(5) a material misrepresentation is knowingly made in a signed document delivered to the Secretary of State for filing;

(6) the Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporation records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or terminated or disappeared as the result of a merger; or

(7) the foreign corporation has failed to comply with subdivision 11.07(a) of this title requiring it to file articles of merger where it is the survivor of a merger with a domestic corporation.

(b) The Secretary of State shall serve the foreign corporation with written notice of termination of its certificate of authority under section 15.10 of this title, setting out each deficiency.

(c) The authority of a foreign corporation to transact business in this State ceases on the date shown on the notice terminating its certificate of authority. Termination of a foreign corporation's certificate of authority does not terminate the authority of the registered agent for service of process of the corporation.

(d) The Secretary of State's termination of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact or was transacting without authorization business in this State. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent biennial report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority, or otherwise perfect service under section 15.10 of this title.

(e) If the foreign corporation corrects each ground for termination and demonstrates to the reasonable satisfaction of the Secretary of State that each ground cited in the notice of termination does not exist, and pays to the Secretary of State a fee of $25.00 for each year it is delinquent, the Secretary may cancel the termination and prepare a certificate of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 15.10 of this title.

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

(g) A foreign corporation shall lose the right to retain its registered name, if its biennial report required under subsection (a) of this section is not filed on or before five years after the date that the report is due, and if another domestic or foreign corporation files a request for the name with the Secretary of State.
11 V.S.A. § 3435 — VT Code / Title 11 / Chapter 23 / Section 3435
§ 3435. Voting
Status: in_force

The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.
11 V.S.A. § 993 — VT Code / Title 11 / Chapter 7 / Section 993
§ 993. Subscribers
Status: in_force

Five or more persons, a majority of whom are residents of this State, may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this subchapter.
11C V.S.A. § 804 — VT Code / Title 11C / Chapter 8 / Section 804
§ 804. Election of directors and composition of board
Status: in_force

(a) Unless the organic rules require a greater number:

(1) the number of directors that shall be patron members may not be fewer than:

(A) one if there are two or three directors;

(B) two if there are four or five directors;

(C) three if there are six through eight directors; or

(D) one-third of the directors if there are at least nine directors; and

(2) a majority of the board of directors shall be elected exclusively by patron members.

(b) Unless the organic rules otherwise provide, if a mutual benefit enterprise has investor members, the directors who are not elected exclusively by patron members are elected by the investor members.

(c) Subject to subsection (a) of this section, the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members.

(d) Subject to subsection (a) of this section, the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates.

(e) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors.

(f) Unless the organic rules otherwise provide, cumulative voting for directors is prohibited.

(g) Except as otherwise provided by the organic rules, subsection (e) of this section, or sections 303, 516, 517, and 809 of this title, member directors shall be elected at an annual members' meeting.
11A V.S.A. § 2.05 — VT Code / Title 11A / 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 each time 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 this State.
11 V.S.A. § 806 — VT Code / Title 11 / Chapter 3 / Section 806
§ 806. Officers, directors and shareholders
Status: in_force

No person may be an officer, director, or shareholder of a professional corporation who is not duly licensed to render the same specific professional services as those for which the corporation was organized. No person may be simultaneously an officer, director, or shareholder of more than one professional corporation. (1963, No. 218, § 7, eff. July 3, 1963.)
11B V.S.A. § 8.09 — VT Code / Title 11B / Chapter 8 / Section 8.09
§ 8.09. Removal of designated or appointed directors
Status: in_force

(a) A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation.

(b) Appointed directors:

(1) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed without cause by the person appointing the director.

(2) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary.

(3) A removal is effective when the notice is effective unless the notice specifies a future effective date.
11 V.S.A. § 4155 — VT Code / Title 11 / Chapter 25 / Section 4155
§ 4155. Effect of domestication
Status: in_force

(a) When a domestication takes effect:

(1) the domesticated company is for all purposes the company that existed before the domestication;

(2) all property owned by the domesticating company remains vested in the domesticated company;

(3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;

(4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;

(5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company;

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

(7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of subchapter 7 of this chapter.

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

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

(3) Service on the Secretary of State under this subsection must be made in the same manner and has the same consequences as in section 4010 of this title.

(c) If a limited liability company has adopted and approved a plan of domestication under section 4152 of this title providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of organization must be delivered to the Secretary of State for filing, setting forth:

(1) the name of the company;

(2) a statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction;

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

(4) the jurisdiction of formation of the domesticated foreign limited liability company.
11A V.S.A. § 15.02 — VT Code / Title 11A / Chapter 15 / Section 15.02
§ 15.02. Consequences of transacting business without authority
Status: in_force

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

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

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

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

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

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

(3) other penalties imposed by law.

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

(f) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts, to the extent they are otherwise in compliance with law, or prevent it from defending any proceeding in this State.
11A V.S.A. § 6.27 — VT Code / Title 11A / Chapter 6 / Section 6.27
§ 6.27. Restriction on transfer of shares and other securities
Status: in_force

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of such shares agree in writing to the restriction, or voted in favor of the restriction.

(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection 6.26(b) of this title. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

(c) A restriction on the transfer or registration of transfer of shares is authorized:

(1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(2) to preserve exemptions under federal or state securities law;

(3) for any other reasonable purpose.

(d) A restriction on the transfer or registration of transfer of shares may:

(1) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;

(2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;

(3) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;

(4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(e) For purposes of this section, “shares” include a security convertible into or carrying a right to subscribe for or acquire shares.
11 V.S.A. § 1625 — VT Code / Title 11 / Chapter 15 / Section 1625
§ 1625. Fees
Status: in_force

(a) A person required by the provisions of this subchapter to file a return shall, at the time of filing as provided, pay a registration fee of $70.00 to the Secretary of State.

(b) A person required by the provisions of this subchapter to file an amendment, a certificate of cessation of business, or an application to reserve a business name shall, at the time of filing, pay a fee of $35.00 to the Secretary of State.

(c) Statement of change of designated agent or designated office, or both, for a person registered under this subchapter: $25.00, not to exceed $1,000.00 per filer per calendar year.

(d) The Secretary shall collect $25.00 each time process is served on the Secretary on behalf of a person registered under this subchapter. 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.
11C V.S.A. § 108 — VT Code / Title 11C / Chapter 1 / Section 108
§ 108. Supplemental principles of law
Status: in_force

Unless displaced by particular provisions, the principles of law and equity supplement this title.
11 V.S.A. § 3432 — VT Code / Title 11 / Chapter 23 / Section 3432
§ 3432. Events of withdrawal
Status: in_force

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1) the general partner withdraws from the limited partnership as provided in section 3452 of this title;

(2) the general partner ceases to be a member of the limited partnership as provided in section 3462 of this title;

(3) the general partner is removed as a general partner in accordance with the partnership agreement;

(4) unless otherwise provided in writing in the partnership agreement, the general partner: makes an assignment for the benefit of creditors; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or insolvent; files a petition or answer seeking for himself or herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or her in any proceeding of this nature; or seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties;

(5) unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his or her consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties, the appointment is not vacated or stayed or within 90 days after the expiration of any such stay, the appointment is not vacated;

(6) in the case of a general partner who is a natural person:

(A) his or her death; or

(B) the entry of an order by a court of competent jurisdiction adjudicating him or her incompetent to manage his or her person or his or her estate;

(7) in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(8) in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(9) in the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

(10) in the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
11 V.S.A. § 441 — VT Code / Title 11 / Chapter 1 / Section 441
§ 441. Corporation to produce books on notice
Status: in_force

(a) A corporation doing business within this State, whether organized under the laws of this or any other state or country, when notice therefor is served upon it according to the provisions of section 442 of this title, shall produce before any court, magistrate, grand jury, tribunal, or commission, acting under the authority of this State, all books, documents, correspondence, memoranda, papers, and data which may contain any information concerning any suit, proceedings, action, charge, or subject of inquiry pending before or to be determined by the court, magistrate, grand jury, tribunal, or commission, except a civil action in a Superior Court, and which have been made or kept at any time within this State, and are in the custody or control of the corporation in this State or elsewhere at the time of service of the notice upon it.

(b) When notice therefor is served upon it according to the provisions of section 442 of this title, the corporation shall produce before any court, magistrate, grand jury, tribunal, or commission acting under the authority of this State, all books, documents, correspondence, memoranda, papers, and data which may contain any information concerning any suit, proceedings, action, charge, or subject of inquiry pending before or to be determined by the court, magistrate, grand jury, tribunal, or commission, except a civil action in a Superior Court, and which in any way relate to or contain entries, data, or memoranda concerning any transaction within this State or with any party residing or having a place of business within this State, and which are in the custody or control of the corporation in this State or elsewhere at the time of service of notice upon it.
11 V.S.A. § 3424 — VT Code / Title 11 / Chapter 23 / Section 3424
§ 3424. Person erroneously believing himself or herself limited partner
Status: in_force

(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he or she:

(1) causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(2) withdraws from future equity participation in the enterprise by executing and filing in the Office of the Secretary of State a certificate declaring withdrawal under this section.

(b) A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise before the person withdraws and an appropriate certificate is filed to show withdrawal, or before an appropriate certificate is filed to show that he or she is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
11 V.S.A. § 926 — VT Code / Title 11 / Chapter 5 / Section 926
§ 926. Redemption
Status: in_force

Scrip shall not be issued unless its redemption is secured by:

(1) Short-term notes and obligations of towns, cities, or other municipalities lawfully issued to such scrip corporation as hereinafter provided. Scrip may be issued to the amount of the face of such notes or obligations, exclusive of interest.

(2) The direct obligations of this State or of the United States; and scrip shall not be issued against the security of such obligations in excess of 75 percent of the face thereof or the market value thereof, whichever is the lesser.

(3) Deposits in banks having their principal place of business within this State and approved by the Commissioner. Scrip may not be issued against the security of such deposits to an amount in excess of one-third of the principal of such deposits assigned to the scrip corporation. The Commissioner may adopt rules limiting the percentage and maximum amount and providing for the minimum amounts exceeding the usual percentage of any single bank deposit which may be so assigned as security. Such amount and percentages may be varied with respect to the class of deposits, whether savings or commercial or on certificate of deposit, and also with respect to the amount of such deposits.
11C V.S.A. § 701 — VT Code / Title 11C / Chapter 7 / Section 701
§ 701. Authority
Status: in_force

In this article, “marketing contract” means a contract between a mutual benefit enterprise and another person who need not be a patron member:

(1) requiring the other person to sell or to deliver for sale or marketing on the person's behalf a specified part of the person's products, commodities, or goods exclusively to or through the enterprise or any facilities furnished by the enterprise; or

(2) authorizing the enterprise to act for the person in any manner with respect to the products, commodities, or goods.
11B V.S.A. § 15.07 — VT Code / Title 11B / Chapter 15 / Section 15.07
§ 15.07. Registered office and registered agent for service of process of foreign corporation
Status: in_force

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

(1) a registered office with the same address as that of its registered agent for service of process; and

(2) a registered agent for service of process pursuant to 11 V.S.A. § 1655.
11B V.S.A. § 15.05 — VT Code / Title 11B / Chapter 15 / Section 15.05
§ 15.05. Effect of certificate of authority
Status: in_force

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject, however, to the right of the State to revoke the certificate as provided in this title.

(b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as, and except as otherwise provided by this title is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.

(c) Except as provided in subsection 11.07(a) of this title, this title does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State.
11C V.S.A. § 1502 — VT Code / Title 11C / Chapter 15 / Section 1502
§ 1502. Member approval of other disposition of assets
Status: in_force

A sale, lease, exchange, license, or other disposition of assets of a mutual benefit enterprise, other than a disposition described in section 1501 of this title, requires approval of the enterprise's members under sections 1503 and 1504 of this title if the disposition leaves the enterprise without significant continuing business activity.
11B V.S.A. § 8.52 — VT Code / Title 11B / Chapter 8 / Section 8.52
§ 8.52. Mandatory indemnification
Status: in_force

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she is or was a director of the corporation against reasonable expenses, reasonably incurred by the director in connection with the proceeding.
11A V.S.A. § 20.10 — VT Code / Title 11A / Chapter 20 / Section 20.10
§ 20.10. Merger or consolidation
Status: in_force

(a) A plan of merger that if effected would terminate the close corporation status of a corporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that if any class of shares is entitled to vote as a group, the plan of merger or consolidation shall be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.

(b) A plan of merger that if effected would create the surviving corporation as a close corporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of each close corporation, provided that if any class of shares of any such corporation is entitled to vote as a group, the plan of merger or consolidation shall be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.

(c) If the plan of merger is approved by the required vote, any shareholder who voted against the plan shall be entitled to assert dissenters' rights as provided in sections 13.01 through 13.28 of this title.
11 V.S.A. § 4006 — VT Code / Title 11 / Chapter 25 / Section 4006
§ 4006. Reserved name
Status: in_force

A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to section 1652 of this title.
11 V.S.A. § 850 — VT Code / Title 11 / Chapter 4 / Section 850
§ 850. Merger
Status: in_force

(a) If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporation.

(b) If the surviving corporation is to render professional services in this State, it must comply with this chapter.
11 V.S.A. § 935 — VT Code / Title 11 / Chapter 5 / Section 935
§ 935. Redemption; action against corporation limited
Status: in_force

At such time or times as he or she may think proper, the Commissioner may require such scrip corporation to redeem in lawful currency the scrip issued by it. Such order may require such scrip to be redeemed all at one time or part only at one time, and in such manner as the Commissioner may direct, until all of such scrip presented for payment has been redeemed. No holder of scrip shall have an action for the collection thereof against the scrip corporation except to enforce rights established by such order.
11 V.S.A. § 1608 — VT Code / Title 11 / Chapter 14 / Section 1608
§ 1608. Eligibility for property tax relief [Effective until contingency met; see also 11 @ § 1608 effective July 1, 2028 if contingency met, set out below]
Status: in_force

Members of cooperative housing corporations shall be eligible to apply for and receive a homestead property tax adjustment under 32 V.S.A. § 6066, subject to the conditions of eligibility set forth therein.

Members of cooperative housing corporations shall be eligible to apply for and receive a homestead property tax exemption and municipal property tax credit under 32 V.S.A. § 6066, subject to the conditions of eligibility set forth therein.
11 V.S.A. § 3420 — VT Code / Title 11 / Chapter 23 / Section 3420
§ 3420. 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. § 4011 — VT Code / Title 11 / Chapter 25 / Section 4011
§ 4011. Nature of business and powers; governing law
Status: in_force

(a) A limited liability company is an entity distinct from its members.

(b) A limited liability company may have any lawful purpose, regardless of whether for profit.

(c) A limited liability company has perpetual duration.

(d)(1) A limited liability company or a foreign limited liability company engaging in a business subject to any other provisions of law of this State governing or regulating business may be formed or authorized to transact business under this chapter only if permitted by, and subject to all limitations of, the other statute.

(2) The following shall not be formed or authorized to transact business under this chapter:

(A) a credit union regulated under Title 8;

(B) an insurance company regulated under Title 8, except that a captive insurance company regulated under 8 V.S.A. chapter 141 may be formed as a limited liability company;

(C) a railroad company regulated under Title 19.

(e) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter, any other law, its articles of organization, or its operating agreement, together with any powers incidental thereto, so far as the powers and privileges are necessary or convenient to the conduct, promotion, or attainment of the business purposes or activities of the limited liability company, including power to sue and to be sued, complain and defend in its company name, and the power to do all things necessary or convenient to carry on its activities.

(f) The law of this State governs:

(1) the internal affairs of a limited liability company; and

(2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.

(g)(1) Notwithstanding the provisions of subsections (a) and (b) of this section, a limited liability company or foreign limited liability company shall engage in rendering professional services only to the extent that, and subject to the conditions and limitations under which, a professional corporation may engage in rendering professional services under chapter 4 of this title.

(2) For purposes of applying the provisions, conditions, and limitations of chapter 4 of this title, unless the licensing laws of this State expressly prohibit the provision of professional services by domestic and foreign limited liability companies:

(A) unless the context clearly requires otherwise, references to 11A V.S.A. chapters 1-20, relating to business corporations shall be treated as references to this chapter, and references to a “corporation” shall be treated as references to a limited liability company or foreign limited liability company;

(B) the members shall be treated in the same manner as shareholders of a professional corporation;

(C) managers shall be treated in the same manner as directors of a professional corporation;

(D) the persons signing the articles of organization of the company shall be treated in the same manner as the incorporators of a professional corporation; and

(E) the name shall comply with sections 4005 and 4116 of this title and, in addition, shall contain the word “Professional” or the abbreviation “P.L.C.,” “PLC,” “P.L.L.C.,” or “PLLC.”
11 V.S.A. § 3411 — VT Code / Title 11 / Chapter 23 / Section 3411
§ 3411. Certificate of limited partnership
Status: in_force

(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the Office of the Secretary of State. The certificate shall set forth:

(1) the name of the limited partnership;

(2) the address of the office and the name, email, and address information of the agent for service of process required to be maintained by section 3404 of this title;

(3) the name and the business address of each general partner, and of any other principal the limited partnership provides;

(4) the name and the business address of each limited partner and the amount of cash and a description of and the agreed value of other property contributed by each limited partner;

(5) the latest date upon which the limited partnership is to dissolve; and

(6) any other matters the general partners determine to include therein.

(b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.
11 V.S.A. § 1595 — VT Code / Title 11 / Chapter 14 / Section 1595
§ 1595. Meetings; notice; quorum
Status: in_force

(a) Each cooperative housing corporation shall provide in its bylaws for one or more regular membership meetings annually.

(b) Special membership meetings may be called by the president or the board of directors, and shall be called upon receipt by the board of a petition signed by at least ten percent of the cooperative housing corporation's members.

(c) Written notice of a meeting, stating the time, date, location, and purpose of the meeting, shall be mailed to each member not less than seven days prior to the meeting, by those authorized to call the meeting. A signed waiver is equivalent to notice to the member signing.

(d) No less than a majority of a cooperative housing corporation's members shall constitute a quorum, except that the bylaws may provide for a lesser quorum requirement for cooperative housing corporations with more than 50 units, but in no event shall the quorum be less than 20 percent.
11A V.S.A. § 21.09 — VT Code / Title 11A / Chapter 21 / Section 21.09
§ 21.09. Standard of conduct for directors
Status: in_force

(a) Each director of a benefit corporation, in discharging his or her duties as a director, including the director's duties as a member of a committee:

(1) shall, in determining what the director reasonably believes to be in the best interests of the benefit corporation, consider the effects of any action or inaction upon:

(A) the shareholders of the benefit corporation;

(B) the employees and workforce of the benefit corporation and its subsidiaries and suppliers;

(C) the interests of customers to the extent they are beneficiaries of the general or specific public benefit purposes of the benefit corporation;

(D) community and societal considerations, including those of any community in which offices or facilities of the benefit corporation or its subsidiaries or suppliers are located;

(E) the local and global environment; and

(F) the long-term and short-term interests of the benefit corporation, including the possibility that those interests may be best served by the continued independence of the benefit corporation;

(2) may consider any other pertinent factors or the interests of any other group that the director determines are appropriate to consider;

(3) shall not be required to give priority to the interests of any particular person or group referred to in subdivision (1) or (2) of this subsection over the interests of any other person or group unless the benefit corporation has stated in its articles of incorporation its intention to give priority to interests related to the accomplishment of its general or specific public benefit purposes; and

(4) shall not be subject to a different or higher standard of care when an action or inaction might affect control of the benefit corporation.

(b) The consideration of interests and factors in the manner described in subsection (a) of this section shall not constitute a violation of section 8.30 of this title.

(c) A director is not liable for the failure of a benefit corporation to create general or specific public benefit.

(d) A director is not liable to the benefit corporation or any person entitled to bring a benefit enforcement proceeding under section 21.13 of this title for any action or failure to take action in his or her official capacity if the director performed the duties of his or her office in compliance with section 8.30 of this title and with this section.

(e) A director of a benefit corporation shall not have any duty to a person who is a beneficiary of the general or specific public benefit purposes of the benefit corporation arising only from the person's status as a beneficiary. If a benefit corporation has adopted a provision in its articles of incorporation authorized by subdivision 2.02(b)(4) of this title, the provision shall also apply to a failure by a director to discharge his or her duties in accordance with this chapter.
11 V.S.A. § 4026 — VT Code / Title 11 / Chapter 25 / Section 4026
§ 4026. Filing in Office of Secretary of State
Status: in_force

(a) The original signed copy, together with a duplicate copy that may be either a signed, photocopied, or conformed copy, of the articles of organization or any other document required to be filed pursuant to this chapter shall be delivered to the Secretary of State. If the Secretary of State determines that a document conforms to the filing provisions of this chapter, the Secretary of State shall, when all required filing fees have been paid:

(1) endorse each signed original and duplicate copy with the word “filed” and the date and time of the acceptance for filing;

(2) retain the signed original in the Office of the Secretary of State; and

(3) return the duplicate copy to the limited liability company or to its representative.

(b) If the Secretary of State is unable to make the determination required under subsection (a) of this section for filing the articles of organization at the time a document is delivered for filing, the document is deemed to have been filed at the time of delivery if the Secretary of State subsequently determines that:

(1) the document as delivered conforms to the filing provisions of this chapter; or

(2) within 20 days after notification of nonconformance is given by the Secretary to the limited liability company or its representative, the document is brought into conformance.

(c) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subdivision (b)(2) of this section, the document shall not be filed.

(d) A document accepted for filing by the Secretary of State is effective:

(1) on the date it is filed, as evidenced by the Secretary of State maintaining a record of the date and time of the filing;

(2) at the time specified in the document as its effective time; or

(3) on the date and at the time specified in the document if the document specifies a delayed effective date and time.

(e) If a delayed effective date for a document is specified but no time is specified, the document is effective at 12:01 a.m. on that date. A delayed effective date that is later than the 90th day after the document is filed makes the document effective as of the 90th day.

(f) An original copy may consist of an electronic communication received by the Secretary of State's office, endorsement may consist of an attached electronic record, and the delivery of a duplicate may be done electronically.
11A V.S.A. § 6.28 — VT Code / Title 11A / Chapter 6 / Section 6.28
§ 6.28. Expense of issue
Status: in_force

A corporation may pay the reasonable expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
11B V.S.A. § 5.03 — VT Code / Title 11B / Chapter 5 / Section 5.03
§ 5.03. Resignation of registered agent for service of process
Status: in_force

A registered agent may resign as registered agent by delivering to the Secretary of State a statement of resignation pursuant to 11 V.S.A. § 1655.
11B V.S.A. § 1.40 — VT Code / Title 11B / Chapter 1 / Section 1.40
§ 1.40. Definitions
Status: in_force

As used in this title:

(1) “Approved by (or approval by) the members” means approved or ratified when the votes cast by the members favoring the action exceed the votes cast opposing the action, at a duly held meeting at which a quorum is present or by a written ballot or written consent in conformity with this title or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this title for any specified member action.

(2) “Articles of incorporation” or “articles” include amended and restated articles of incorporation and articles of merger.

(3) “Board” or “board of directors” means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 8.01 of this title.

(4) “Bylaws” means the code or codes of rules (other than the articles) adopted pursuant to this title for the regulation or management of the affairs of the corporation, stored or depicted in any tangible or electronic medium, and irrespective of the name or names by which such rules are designated.

(5) “Class” refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly.

(6) “Corporation” means public benefit and mutual benefit corporation.

(7) “Delegates” means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

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

(9) “Directors” means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. The term “trustees” may be used instead of “directors” and shall have the same meaning.

(10) “Distribution” means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers.

(11) “Domestic corporation” means a corporation.

(12) “Effective date of notice” is defined in section 1.41 of this title.

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

(14) “Entity” includes corporation and foreign corporation; business corporation and foreign business 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.

(15) “File,” “filed,” or “filing” means filed in the Office of the Secretary of State.

(16) “Foreign corporation” means a corporation organized under a law other than the law of this State which would be a nonprofit corporation if formed under the laws of this State.

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

(18) “Includes” denotes a partial definition.

(19) “Individual” includes the estate of an individual who is incompetent.

(20) “Means” denotes a complete definition.

(21) “Member” means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. A person is not a member by virtue of any of the following:

(A) any rights such person has as a delegate;

(B) any rights such person has to designate a director or directors;

(C) any rights such person has as a director; or

(D) any rights of association, not including the right to vote for the election of a director or directors, created in the corporation's articles of incorporation or bylaws for persons who participate in the activities of the corporation.

(22) “Membership” refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this title.

(23) “Mutual benefit corporation” means a domestic corporation which is required to be a mutual benefit corporation pursuant to section 17.05 of this title or is formed as a mutual benefit corporation pursuant to chapter 2 of this title.

(24) “Notice” is defined in section 1.41 of this title.

(25) “Person” includes any individual or entity.

(26) “Principal office” means the office (in or outside this State) so designated in the biennial report filed pursuant to section 16.22 of this title where the principal office of a domestic or foreign corporation is located.

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

(28) “Public benefit corporation” means a domestic corporation which is required to be a public benefit corporation pursuant to section 17.05 of this title or is formed as a public benefit corporation pursuant to chapter 2 of this title.

(29) “Record date” means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of its members for the purposes of this title.

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

(31) “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.

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

(33) “Vote” includes authorization by written ballot and written consent.

(34) “Voting power” means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

(35) “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.

(36) “Meeting” means any structured communications conducted by participants in person or through the use of an electronic or telecommunications medium permitting simultaneous or sequentially structured communications.

(37) “Sign” or “signature” includes any manual, facsimile, conformed, or electronic signature.
11C V.S.A. § 1504 — VT Code / Title 11C / Chapter 15 / Section 1504
§ 1504. Disposition of assets
Status: in_force

(a) Subject to subsection (b) of this section, a disposition of assets under section 1502 of this title shall be approved by:

(1) at least two-thirds of the voting power of members present at a members' meeting called under subdivision 1503(2) of this title; and

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

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

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

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

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

(c) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a mutual benefit enterprise may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition:

(1) as provided in the contract or the resolution; and

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

(d) The voting requirements for districts, classes, or voting groups under section 404 of this title apply to approval of a disposition of assets under this article.
11A V.S.A. § 6.23 — VT Code / Title 11A / Chapter 6 / Section 6.23
§ 6.23. Share dividends
Status: in_force

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

(b) Shares of one class or series may not be issued as a share dividend on shares of another class or series unless:

(1) the articles of incorporation so authorize;

(2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(3) there are no outstanding shares of the class or series to be issued.

(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
11A V.S.A. § 5.02 — VT Code / Title 11A / Chapter 5 / Section 5.02
§ 5.02. Change of registered office or registered agent for service of process
Status: in_force

A corporation may change its registered office or registered agent for service of process information by delivering to the Secretary of State for filing a statement of change pursuant to 11 V.S.A. § 1655.
11B V.S.A. § 7.24 — VT Code / Title 11B / Chapter 7 / Section 7.24
§ 7.24. Proxies
Status: in_force

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by:

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

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

(b) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form; provided, however, that no proxy shall be valid for more than three years from its date of execution.

(c) An appointment of a proxy is revocable by the member.

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

(e) Appointment of a proxy is revoked by the person appointing the proxy:

(1) attending any meeting and voting in person;

(2) prior to a vote being taken on an action, delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a signed writing or an electronic transmission stating that the appointment of the proxy is revoked or a subsequent appointment form.

(f) Subject to section 7.27 of this title and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
11A V.S.A. § 15.30 — VT Code / Title 11A / Chapter 15 / Section 15.30
§ 15.30. Involuntary termination
Status: in_force

(a) The Secretary of State shall terminate the certificate of authority of a foreign corporation if:

(1) the foreign corporation fails to deliver its biennial report to the Secretary of State as required by section 16.22 of this title;

(2) the foreign corporation does not pay any penalties imposed by this title or other law;

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

(4) the foreign corporation fails to inform the Secretary of State under section 15.08 or 15.09 of this title that its registered agent for service of process or registered office has changed;

(5) a material misrepresentation is knowingly made in a signed document delivered to the Secretary of State for filing;

(6) the Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporation records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or terminated or disappeared as the result of a merger; or

(7) the foreign corporation has failed to comply with subdivision 11.07(a) of this title requiring it to file articles of merger where it is the survivor of a merger with a domestic corporation.

(b) The Secretary of State shall serve the foreign corporation with written notice of termination of its certificate of authority under section 15.10 of this title, setting out each deficiency.

(c) The authority of a foreign corporation to transact business in this State ceases on the date shown on the notice terminating its certificate of authority. Termination of a foreign corporation's certificate of authority does not terminate the authority of the registered agent for service of process of the corporation.

(d) The Secretary of State's termination of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact or was transacting without authorization business in this State. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent biennial report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority, or otherwise perfect service under section 15.10 of this title.

(e) If the foreign corporation corrects each ground for termination and demonstrates to the reasonable satisfaction of the Secretary of State that each ground cited in the notice of termination does not exist, and pays to the Secretary of State a reinstatement fee of $25.00 for each year it is delinquent, the secretary may cancel the termination and prepare a certificate of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 15.10 of this title.

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

(g) A foreign corporation shall lose the right to retain its registered name, if its biennial report required under subsection (a) of this section is not filed on or before five years after the date that the report is due, and if another domestic or foreign corporation files a request for the name with the Secretary of State.
11B V.S.A. § 7.23 — VT Code / Title 11B / Chapter 7 / Section 7.23
§ 7.23. Voting requirements
Status: in_force

(a) Unless this title, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, action on a matter by members is approved, if the votes cast by the members favoring the action exceeds the votes cast opposing the action.

(b) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
11C V.S.A. § 1201 — VT Code / Title 11C / Chapter 12 / Section 1201
§ 1201. Dissolution and winding up
Status: in_force

A mutual benefit enterprise is dissolved only as provided in this article and upon dissolution winds up in accordance with this article.
11 V.S.A. § 1026 — VT Code / Title 11 / Chapter 7 / Section 1026
§ 1026. Annual report
Status: in_force

An association formed under this subchapter shall prepare and submit at its annual meeting an annual report containing the name of the association, its principal place of business, a general statement of its business operations during the fiscal year, showing the amount of capital stock paid for and the number of stockholders, if a stock association, or the number of members and amount of membership fees received, if a nonstock association, the total expenses of operation, and the amount of its assets and indebtedness or liabilities.
11A V.S.A. § 20.13 — VT Code / Title 11A / Chapter 20 / Section 20.13
§ 20.13. Shareholders' option to dissolve corporation
Status: in_force

(a) The articles of incorporation of any close corporation may include a provision granting to any shareholder, or to the holders of any specified number or percentage of shares of any class, an option to have the corporation dissolved upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the shareholders exercising such option shall give written notice thereto to all other shareholders. After the expiration of 30 days following the sending of such notice, the dissolution of the corporation shall proceed as if the required number of shareholders having voting power had consented in writing to dissolution of the corporation.

(b) If the articles of incorporation as originally filed do not contain a provision authorized by subsection (a) of this section, the articles of incorporation may be amended to include such provision if adopted by the affirmative vote of the holders of record of all the outstanding shares of each class of the corporation.

(c) Every share certificate representing shares issued by a close corporation whose articles of incorporation authorize dissolution as permitted by this section shall conspicuously note on the face or back thereof the existence of the provision. Unless noted conspicuously on the face or back of the share certificate, the provision shall be ineffective.

(d) Dissolution of a close corporation pursuant to section 14.02 of this title shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group, and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.
11A V.S.A. § 8.40 — VT Code / Title 11A / Chapter 8 / Section 8.40
§ 8.40. Officers
Status: repealed

(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for authenticating and maintaining the records of the corporation required to be kept under subsections 16.01(a) and (e) of this title.

(d) The same individual may simultaneously hold more than one office in a corporation.

(e) [Repealed.]
11C V.S.A. § 603 — VT Code / Title 11C / Chapter 6 / Section 603
§ 603. Transferability of member's interest
Status: in_force

(a) The provisions relating to the transferability of a member's interest are subject to Title 9A.

(b) Unless the organic rules otherwise provide, a member's interest other than financial rights is not transferable.

(c) Unless a transfer is restricted or prohibited by the organic rules, a member may transfer its financial rights in the mutual benefit enterprise.

(d) The terms of any restriction on transferability of financial rights shall be:

(1) set forth in the organic rules and the member records of the enterprise; and

(2) conspicuously noted on any certificates evidencing a member's interest.

(e) A transferee of a member's financial rights, to the extent the rights are transferred, has the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member.

(f) A transferee of a member's financial rights does not become a member upon transfer of the rights unless the transferee is admitted as a member by the mutual benefit enterprise.

(g) A mutual benefit enterprise need not give effect to a transfer under this section until the enterprise has notice of the transfer.

(h) A transfer of a member's financial rights in violation of a restriction on transfer contained in the organic rules is ineffective as to a person having notice of the restriction at the time of transfer.
11A V.S.A. § 5.03 — VT Code / Title 11A / Chapter 5 / Section 5.03
§ 5.03. Resignation of registered agent
Status: in_force

A registered agent for service of process may resign as agent by filing a statement of resignation pursuant to 11 V.S.A. § 1655.
11 V.S.A. § 565 — VT Code / Title 11 / Chapter 1 / Section 565
§ 565. Trusts
Status: in_force

In the administration of any trust which is a “private foundation,” as defined in section 509 of the Internal Revenue Code of 1986, a “charitable trust,” as defined in section 4947(a)(1) of the Internal Revenue Code of 1986, or a “split-interest trust” as defined in section 4947(a)(2) of the Internal Revenue Code of 1986, the following acts shall be prohibited:

(1) engaging 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) retaining any “excess business holdings” (as defined in section 4943(c) of the Internal Revenue Code of 1954) which would give rise to any liability for the tax imposed by section 4943(a) of the Internal Revenue Code of 1986;

(3) making any investments which would jeopardize the carrying out of any of the exempt purposes of the trust, 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) making 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;

provided, however, that this section shall not apply either to those split-interest trusts or to amounts thereof which are not subject to the prohibitions applicable to private foundations by reason of the provisions of section 4947 of the Internal Revenue Code of 1986. (1971, No. 112, § 5.)
11 V.S.A. § 929 — VT Code / Title 11 / Chapter 5 / Section 929
§ 929. Redemption right
Status: in_force

If scrip is issued in return for bonds of this State or of the United States, the issuing corporation shall give a receipt for such bonds. Within the time named in such receipt and under such rules as the Commissioner may prescribe, the holder of such receipt may present the same together with scrip to the amount advanced, or lawful money to the amount named therein, and receive the bonds named in such receipt, exclusive of accrued interest on such bonds from date of deposit to date of maturity. Such redemption right shall not extend for more than one year unless renewed with the consent of the Commissioner.
11B V.S.A. § 17.05 — VT Code / Title 11B / Chapter 17 / Section 17.05
§ 17.05. Public benefit and mutual benefit corporations
Status: in_force

Each domestic corporation existing on the effective date of this chapter that is or becomes subject to this chapter shall be classified as a public benefit or a mutual benefit corporation as follows:

(1) any corporation classified by statute as a public benefit corporation or a mutual benefit corporation is the type of corporation so classified by statute;

(2) any corporation which does not come within subdivision (1) of this section but which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation;

(3) any corporation which does not come within subdivision (1) or (2) of this section, but which is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state, or a person which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and

(4) any corporation which does not come within subdivision (1), (2), or (3) of this section is a mutual benefit corporation.
11A V.S.A. § 7.21 — VT Code / Title 11A / Chapter 7 / Section 7.21
§ 7.21. Voting entitlement of shares
Status: in_force

(a) Except as provided in subsections (b) and (c) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.

(c) Subsection (b) of this section shall not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
11C V.S.A. § 1002 — VT Code / Title 11C / Chapter 10 / Section 1002
§ 1002. Contribution and valuation
Status: in_force

(a) Unless the organic rules otherwise provide, the contributions of a member to a mutual benefit enterprise may consist of tangible or intangible property or other benefit to the enterprise, including money, labor, or other services performed or to be performed, promissory notes, other agreements to contribute money or property, and contracts to be performed.

(b) The receipt and acceptance of contributions and the valuation of contributions shall be reflected in a mutual benefit enterprise's records.

(c) Unless the organic rules otherwise provide, the board of directors shall determine the value of a member's contributions received or to be received, and the determination by the board of directors of valuation is conclusive for purposes of determining whether the member's contribution obligation has been met.
11B V.S.A. § 16.01 — VT Code / Title 11B / Chapter 16 / Section 16.01
§ 16.01. Corporate records
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by subsection 8.25(d) of this title.

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.

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

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

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

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

(3) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;

(4) the minutes of all meetings of members and records of all actions approved by the members for the past three years;

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

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

(7) its most recent biennial report delivered to the Secretary of State under section 16.22 of this title.
11C V.S.A. § 501 — VT Code / Title 11C / Chapter 5 / Section 501
§ 501. Members
Status: in_force

To begin business, a mutual benefit enterprise shall have at least two patron members unless the sole member is a cooperative.
11 V.S.A. § 3205 — VT Code / Title 11 / Chapter 22 / Section 3205
§ 3205. Execution, filing, and recording of statements
Status: in_force

(a) A statement may be filed in the Office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the Office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this State.

(b) A certified copy of a statement that has been filed in the Office of the Secretary of State has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the Office of the Secretary of State does not have the effect provided for recorded statements in this chapter.

(c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.

(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.

(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

(f) The Secretary of State shall collect a fee for filing or providing a certified copy of a statement as set forth in section 3310 of this title.
11 V.S.A. § 4109 — VT Code / Title 11 / Chapter 25 / Section 4109
§ 4109. Enforcement of claims against dissolved limited liability company
Status: in_force

A claim not barred under section 4108 of this title may be enforced against the dissolved limited liability company:

(1) to the extent of its undistributed assets, including any insurance assets held by the limited liability company that may be available to satisfy claims; or

(2) if the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
11 V.S.A. § 1601 — VT Code / Title 11 / Chapter 14 / Section 1601
§ 1601. Offering of cooperative interests; subscription agreement; disclosures required
Status: in_force

(a) In conjunction with the offering of cooperative interests to prospective members, a cooperative housing corporation, or other persons or entities seeking to establish a cooperative housing corporation, or the owner of a cooperative interest seeking to sell that interest, shall provide to all prospective purchasers a copy of the proposed or adopted articles of incorporation and bylaws of the cooperative housing corporation, a subscription agreement or sales agreement, a proposed proprietary lease, and the most current corporate financial statements, if any exist.

(b) The subscription agreement or sales agreement shall contain provisions detailing the cost of acquisition of a cooperative interest, the rights and privileges of membership in the cooperative housing corporation, and terms and conditions of occupancy of a unit in the cooperative housing corporation; provisions, if any, under which the subscription agreement or sales agreement is subordinated to other agreements or otherwise encumbered; provisions for cancellation of the agreement by either party; and a legally sufficient description of the property.

(c) The subscription agreement or sales agreement shall contain provisions detailing the risks of acquisition of a cooperative interest including risks resulting from failure of all units to be occupied.

(d) The subscriber or purchaser shall have a right to cancel the subscription agreement or sales agreement without penalty, upon provision of written notice to the offeror within 10 days of the date of signing the agreement. In the event of such cancellation, all monies paid by the subscriber or purchaser to the offeror shall be returned to the subscriber or purchaser within 14 days of receipt of the notice of cancellation by the offeror. The offeror shall inform the subscriber or purchaser in writing of their right of cancellation.
11A V.S.A. § 20.05 — VT Code / Title 11A / Chapter 20 / Section 20.05
§ 20.05. Additional articles of incorporation
Status: in_force

(a) The articles of incorporation of a close corporation may set forth reasonable qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of shares of any class, or by specifying classes of persons who shall not be entitled to be holders of shares of any class, or both.

(b) All of the issued stock of all classes may be subject, without limitation, to one or more of the following restrictions on transfer:

(1) any or all restrictions provided in section 6.27 of this title;

(2) a restriction on the transfer of shares for the purpose of maintaining the corporation's status as an electing small business corporation under subchapter S of the U.S. Internal Revenue Code (26 U.S.C.A. § 1361 et seq.) as amended or of maintaining any other tax status or election of the corporation;

(3) a restriction on the transfer of shares for the purpose of maintaining its status as an electing close corporation under this chapter; or

(4) any other lawful restriction on transfer or registration of transfer of securities which is permitted by this chapter.
11B V.S.A. § 17.02 — VT Code / Title 11B / Chapter 17 / Section 17.02
§ 17.02. Application to qualified foreign corporations
Status: in_force

A foreign corporation authorized to transact business in this State on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
11 V.S.A. § 567 — VT Code / Title 11 / Chapter 1 / Section 567
§ 567. Effect of trust instrument
Status: in_force

The provisions of sections 565 and 566 of this title shall not apply to any trust to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the instrument governing such trust and that the same may not properly be changed to conform to such sections. (1971, No. 112, § 7.)
11A V.S.A. § 8.57 — VT Code / Title 11A / Chapter 8 / Section 8.57
§ 8.57. Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him or her against the same liability under section 8.51 or 8.52 of this title.
11B V.S.A. § 8.03 — VT Code / Title 11B / Chapter 8 / Section 8.03
§ 8.03. Number of directors
Status: in_force

(a) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) The number of directors may be increased or decreased (but to no fewer than three) from time to time by amendment to or in the manner prescribed in the articles of incorporation or bylaws.
11 V.S.A. § 4021 — VT Code / Title 11 / Chapter 25 / Section 4021
§ 4021. Limited liability company as legal entity
Status: in_force

A limited liability company is a legal entity distinct from its members.
11 V.S.A. § 881 — VT Code / Title 11 / Chapter 4 / Section 881
§ 881. Compliance with ownership provisions
Status: in_force

Notwithstanding the ownership limitations imposed by this chapter, persons who are authorized pursuant to 26 V.S.A chapter to own shares of an organization rendering licensed accounting services may own shares of a professional corporation pursuant to section 830 of this title, and such organizations with nonlicensee owners shall be deemed to comply with sections 840, 860, 861, and 871 of this title by complying with the ownership and governance requirements 26 V.S.A. chapter 1.
11A V.S.A. § 11.10 — VT Code / Title 11A / Chapter 11 / Section 11.10
§ 11.10. Approval of plan of merger or share exchange
Status: in_force

(a) Subject to section 11.17 of this title and any contractual rights, a constituent organization shall approve a plan of merger or share exchange as follows:

(1) If the constituent organization is a corporation:

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

(B) the shareholders entitled to vote must approve the plan.

(2) If the constituent organization is not a corporation, the plan of merger or share exchange shall be approved in accordance with the organization's governing statute and organizational documents.

(b) The board of directors of a constituent corporation may condition its submission of the proposed merger or share exchange on any basis.

(c) For a constituent organization that is a domestic corporation:

(1)(A) The constituent organization shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 7.05 of this title.

(B) The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and contain or be accompanied by a copy or summary of the plan.

(2) Unless this title, the articles of incorporation, or the board of directors acting pursuant to subsection (b) of this section requires a greater vote or a vote by voting groups, the plan of merger or share exchange must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

(3) Separate voting by voting groups is required:

(A) on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under section 10.04 of this title; and

(B) on a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.

(4) Action by the shareholders of the surviving corporation on a plan of merger is not required if:

(A) the articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in section 10.02 of this title, from its articles before the merger;

(B) each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and relative rights, immediately after;

(C) the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of voting shares of the surviving corporation outstanding immediately before the merger; and

(D) the number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of participating shares outstanding immediately before the merger.

(5) As used in this subsection:

(A) “Participating shares” means shares that entitle their holders to participate without limitation in distributions.

(B) “Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors.

(d) Subject to section 11.17 of this title and any contractual rights, after a constituent organization approves a merger or share exchange, and before the organization delivers articles of merger or share exchange to the Secretary of State for filing, a constituent organization may amend the plan or abandon the merger or share exchange:

(1) as provided in the plan; or

(2) except as otherwise prohibited in the plan, in the same manner it approved the plan.
11 V.S.A. § 4031 — VT Code / Title 11 / Chapter 25 / Section 4031
§ 4031. Limited liability company property
Status: in_force

Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members individually.
11 V.S.A. § 880 — VT Code / Title 11 / Chapter 4 / Section 880
§ 880. Application to existing corporations
Status: in_force

(a) This chapter does not apply to a corporation now existing unless the corporation elects professional corporation status under section 820 of this title.

(b) This chapter does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity.
11A V.S.A. § 11.18 — VT Code / Title 11A / Chapter 11 / Section 11.18
§ 11.18. Chapter not exclusive
Status: in_force

(a) This chapter does not preclude an organization from being converted, merged, or domesticated under law other than this title.

(b) This chapter does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through means other than those included in this chapter.
11A V.S.A. § 13.22 — VT Code / Title 11A / Chapter 13 / Section 13.22
§ 13.22. Dissenters' notice
Status: in_force

(a) If proposed corporate action creating dissenters' rights under section 13.02 of this title is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 13.21 of this title.

(b) The dissenters' notice must be sent no later than 10 days after the corporate action was taken, and must:

(1) state where the payment demand must be sent and where and when certificates for certificated shares must be deposited;

(2) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;

(3) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date;

(4) set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the subsection (a) notice is delivered; and

(5) be accompanied by a copy of this chapter.
11C V.S.A. § 112 — VT Code / Title 11C / Chapter 1 / Section 112
§ 112. Reservation of name
Status: in_force

A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to 11 V.S.A. § 1652.
11 V.S.A. § 3441 — VT Code / Title 11 / Chapter 23 / Section 3441
§ 3441. Form of contribution
Status: in_force

The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
11 V.S.A. § 1012 — VT Code / Title 11 / Chapter 7 / Section 1012
§ 1012. Executive committee
Status: in_force

The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of that board.
11B V.S.A. § 10.31 — VT Code / Title 11B / Chapter 10 / Section 10.31
§ 10.31. Amendment terminating members or redeeming or cancelling memberships
Status: in_force

(a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of the act and this section.

(b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members and shall provide a copy of the proposed amendment to each member.

(c) After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one statement of up to 500 words opposing the proposed amendment if such statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than 20 days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations, the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations, the production and mailing costs shall be paid by the corporation.

(d) Any such amendment shall be approved by the members by two-thirds of the votes cast by each class.

(e) The provisions of section 6.21 of this title shall not apply to any amendment meeting the requirements of the act and this section.
11A V.S.A. § 8.50 — VT Code / Title 11A / Chapter 8 / Section 8.50
§ 8.50. Subchapter definitions
Status: in_force

In this subchapter:

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

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

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

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

(5) “Official capacity” means:

(A) When used with respect to a director, the office of director in a corporation.

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

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

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

(8) “Special legal counsel” means counsel that has never been an employee of the corporation and who has not, and whose firm has not, performed legal services for the corporation pertaining to the matter for which indemnification is sought for a period of at least two years before retention as special counsel.
11A V.S.A. § 8.52 — VT Code / Title 11A / Chapter 8 / Section 8.52
§ 8.52. Mandatory indemnification
Status: in_force

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
11C V.S.A. § 1610 — VT Code / Title 11C / Chapter 16 / Section 1610
§ 1610. Effect of merger
Status: in_force

(a) When a merger becomes effective:

(1) the surviving entity continues or comes into existence;

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

(3) all property owned by each constituent entity that ceases to exist vests in the surviving entity;

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

(5) an action or proceeding pending by or against any constituent entity that ceases to exist may be continued as if the merger had not occurred;

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

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

(8) except as otherwise provided in the plan of merger, if a merging mutual benefit enterprise ceases to exist, the merger does not dissolve the enterprise for purposes of article 12 of this title;

(9) if the surviving entity is created by the merger and:

(A) is a mutual benefit enterprise, the articles of organization become effective; or

(B) is an entity other than a mutual benefit enterprise, the organizational document that creates the entity becomes effective; and

(10) if the surviving entity is not created by the merger, any amendments made by the articles of merger for the organizational documents of the surviving entity become effective.

(b) A surviving entity that is an entity organized under the laws of a jurisdiction other than this State consents to the jurisdiction of the courts of this State to enforce any obligation owed by the constituent entity if, before the merger, the constituent entity was subject to suit in this State on the obligation. A surviving entity that is an entity organized under the laws of a jurisdiction other than this State and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in subsections 120(c) and (d) of this title.
11A V.S.A. § 8.20 — VT Code / Title 11A / Chapter 8 / Section 8.20
§ 8.20. Meetings
Status: in_force

(a) The board of directors may hold regular or special meetings, as defined in subdivision 1.40(26) of this title, in or outside this State.

(b) The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, including an electronic, telecommunications, and video- or audio-conferencing conference telephone call, by which all directors participating may simultaneously or sequentially communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
11C V.S.A. § 1405 — VT Code / Title 11C / Chapter 14 / Section 1405
§ 1405. Noncomplying name of foreign enterprise
Status: in_force

(a) A foreign enterprise whose name does not comply with section 111 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternative name that complies with section 111. A foreign enterprise that adopts an alternative name under this subsection and then obtains a certificate of authority with that name need not also comply with 11 V.S.A. chapter 15. After obtaining a certificate of authority with an alternative name, a foreign enterprise's business in this State shall be transacted under that name unless the foreign enterprise is authorized under 11 V.S.A. chapter 15 to transact business in this State under another name.

(b) If a foreign enterprise authorized to transact business in this State changes its name to one that does not comply with section 111 of this title, it may not thereafter transact business in this State until it complies with subsection (a) of this section and obtains an amended certificate of authority.
11 V.S.A. § 4108 — VT Code / Title 11 / Chapter 25 / Section 4108
§ 4108. Other claims against dissolved limited liability company
Status: in_force

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

(b) The notice shall:

(1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is located or, if it has none in this State, in the county in which its designated office is or was last located, and sent to the Office of the Attorney General;

(2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and

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

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

(A) against the dissolved limited liability company; and

(B) if any of the assets of the dissolved limited liability company have been distributed to its members, against members of the dissolved limited liability company.

(2) A cause of action against a dissolved limited liability company arising under subdivision (1)(A) of this subsection is extinguished unless the claimant commences a proceeding to enforce the cause of action against the dissolved limited liability company prior to the expiration of the statute of limitations applicable to the cause of action.

(3) A cause of action against a dissolved limited liability company arising under subdivision (1)(B) of this subsection is extinguished unless the claimant commences a proceeding to enforce the cause of action against a member of a dissolved limited liability company prior to the earlier of the following:

(A) the expiration of the statute of limitations applicable to the cause of action; or

(B) five years after the effective date of the dissolution of the limited liability company.
11 V.S.A. § 274 — VT Code / Title 11 / Chapter 1 / Section 274
§ 274. Attachment and sale of stock
Status: in_force

Shares of the capital stock in a private corporation may be attached by actually seizing the certificate, or certificates, or by leaving a copy of the attachment with the clerk of such corporation, and such attachment shall be valid except as to holders for value. After receiving notice of the attachment, if the defendant transfers such stock or, if he or she has not previously transferred or pledged such stock, he or she refuses to deliver the same to the attaching officer on demand, he or she shall be liable for the conversion of the same. The purchaser of such stock at an execution sale shall cause the certificate, or certificates, of such stock with an attested copy of the execution and officers' return thereon to be left with the clerk of the corporation within 12 days after the sale, and the title of the stock so sold shall vest in the purchaser.
11 V.S.A. § 1626 — VT Code / Title 11 / Chapter 15 / Section 1626
§ 1626. Failure to register; enforcing compliance
Status: in_force

(a) A person transacting business in this State who is not registered with the Secretary of State as required under this subchapter and any successor to the person or assignee of a cause of action arising out of the business of the person, may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until the person, successor, or assignee registers with the Secretary.

(b) The failure of a person to register as required under this subchapter does not impair the validity of a contract or act of the person or preclude it from defending an action or proceeding in this State.

(c) An individual does not waive a limitation on his or her personal liability afforded by other law solely by transacting business in this State without registering with the Secretary of State as required under this subchapter.

(d) If a person transacts business in this State without registering with the Secretary of State as required under this subchapter, the Secretary is its agent for service of process with respect to a right of action arising out of the transaction of business in this State.

(e) A person that transacts business in this State without registering with the Secretary of State as required under this subchapter shall be liable to the State for:

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

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

(3) other penalties imposed by law.

(f) The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in subsection (e) of this section and to restrain a person from transacting business in this State in violation of this subchapter.
11A V.S.A. § 11.06 — VT Code / Title 11A / Chapter 11 / Section 11.06
§ 11.06. Statement of conversion; effective date of conversion
Status: in_force

(a) A converting organization shall sign a statement of conversion and deliver it to the Secretary of State for filing.

(b) A statement of conversion shall contain:

(1) the name, jurisdiction of formation, and type of organization prior to the conversion;

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

(3) if the converting organization is a domestic organization, a statement that the organization approved the plan of conversion in accordance with the provisions of this chapter, or, if the converting organization is a foreign organization, a statement that the organization approved the conversion in accordance with its governing statute; and

(4) the public organizational documents of the converted organization.

(c) A statement of conversion may contain any other provision not prohibited by law.

(d) If the converted organization is a domestic organization, its public organizational documents, if any, shall comply with the law of this State.

(e)(1) If a converted organization is a domestic corporation, its conversion takes effect when the statement of conversion takes effect.

(2) If a converted organization is not a domestic corporation, its conversion takes effect on the later of:

(A) the date and time provided by its governing statute; or

(B) when the statement of conversion takes effect.
11 V.S.A. § 4119 — VT Code / Title 11 / Chapter 25 / Section 4119
§ 4119. Effect of failure to obtain certificate of authority
Status: in_force

(a)(1) A foreign limited liability company transacting business in this State may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority to transact business in this State.

(2) The successor to a foreign limited liability company 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 limited liability company or its successor or assignee obtains a certificate of authority.

(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.

(c) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority.

(d) If a foreign limited liability company transacts business in this State without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims arising out of the transaction of business in this State.

(e) A foreign limited liability company that transacts business in this State without a certificate of authority shall be liable to the State for:

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

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

(3) other penalties imposed by law.
11C V.S.A. § 1210 — VT Code / Title 11C / Chapter 12 / Section 1210
§ 1210. Court proceeding
Status: in_force

(a) Upon application by a dissolved mutual benefit enterprise that has published a notice under section 1209 of this title, the Superior Court in the county where the enterprise's principal office is located or, if the enterprise does not have a principal office in this State where its designated office in this State is located, may determine the amount and form of security to be provided for payment of claims against the enterprise that are contingent, have not been made known to the enterprise, or are based on an event occurring after the effective date of dissolution but that, based on the facts known to the enterprise, are reasonably anticipated to arise after the effective date of dissolution.

(b) Not later than 14 days after filing an application under subsection (a) of this section, a dissolved mutual benefit enterprise shall give notice of the proceeding to each known claimant holding a contingent claim.

(c) The court may appoint a representative in a proceeding brought under this section to represent all claimants whose identities are unknown. The dissolved mutual benefit enterprise shall pay reasonable fees and expenses of the representative, including all reasonable attorney's and expert witness fees.

(d) Provision by the dissolved mutual benefit enterprise for security in the amount and the form ordered by the court satisfies the enterprise's obligations with respect to claims that are contingent, have not been made known to the enterprise, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a member that received a distribution.
11B V.S.A. § 8.04 — VT Code / Title 11B / Chapter 8 / Section 8.04
§ 8.04. Election, designation, and appointment of directors
Status: in_force

(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.

(b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the directors (other than the initial directors) shall be elected by the board.
11B V.S.A. § 8.23 — VT Code / Title 11B / Chapter 8 / Section 8.23
§ 8.23. Waiver of notice
Status: in_force

(a) A director 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. Except as provided in subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.

(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this title, the articles of incorporation, or bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action.
11B V.S.A. § 6.50 — VT Code / Title 11B / Chapter 6 / Section 6.50
§ 6.50. Delegates
Status: in_force

(a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.

(b) The articles or bylaws may set forth provisions relating to:

(1) the characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal;

(2) calling, noticing, holding, and conducting meetings of delegates; and

(3) carrying on corporate activities during and between meetings of delegates.
11 V.S.A. § 1009 — VT Code / Title 11 / Chapter 7 / Section 1009
§ 1009. Appointment of directors by public officials
Status: in_force

The bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations and need not be members or stockholders of the association, but shall have the same powers and rights as other directors. Such directors shall not number more than one-fifth of the entire board.
11 V.S.A. § 4102 — VT Code / Title 11 / Chapter 25 / Section 4102
§ 4102. Limited liability company continues after dissolution
Status: in_force

(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.

(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, all of the members, or, if different, the number or percentage of members specified in the operating agreement to dissolve or liquidate the company may waive the right to have the company's business wound up and the company terminated, in which case:

(1) the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined shall be subject to the same limitations on liability as if the dissolution had never occurred; and

(2) the rights of a third party accruing under section 4104 of this title or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
11 V.S.A. § 1081 — VT Code / Title 11 / Chapter 8 / Section 1081
§ 1081. Short title
Status: in_force

This chapter shall be known and may be cited as the Worker Cooperative Corporations Act.
11 V.S.A. § 924 — VT Code / Title 11 / Chapter 5 / Section 924
§ 924. Examination; bonds
Status: in_force

A corporation formed under the provisions of this chapter shall be subject to examination by the Commissioner of Financial Regulation, hereinafter called the Commissioner, in the manner provided by 8 V.S.A. § 503. The Commissioner shall issue and from time to time alter and revoke rules and regulations governing the conduct of the business of such corporation. He or she may require the officers thereof to furnish bonds and may fix the amount thereof.
11C V.S.A. § 903 — VT Code / Title 11C / Chapter 9 / Section 903
§ 903. Mandatory indemnification
Status: in_force

Unless limited by its articles of organization, an enterprise shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the enterprise against reasonable expenses incurred by the director in connection with the proceeding.
11B V.S.A. § 15.08 — VT Code / Title 11B / Chapter 15 / Section 15.08
§ 15.08. Change of registered office or registered agent for service of process of foreign corporation
Status: in_force

A foreign corporation authorized to transact business in this State may change its registered office or registered agent for service of process by delivering to the Secretary of State for filing a statement of change pursuant to 11 V.S.A. § 1655.
11 V.S.A. § 3273 — VT Code / Title 11 / Chapter 22 / Section 3273
§ 3273. Right to wind up partnership business
Status: in_force

(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up. Venue for such a proceeding lies in the county where the partnership's principal office is or was located.

(b) The legal representative of the last surviving partner may wind up a partnership's business.

(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 3277 of this title, settle disputes by mediation or arbitration, and perform other necessary acts.
11 V.S.A. § 1021 — VT Code / Title 11 / Chapter 7 / Section 1021
§ 1021. Liability of landowner, landlord or lessor
Status: in_force

In any action upon such marketing agreement, it shall be conclusively presumed that a landowner, landlord, or lessor is able to control the delivery of products produced on his or her land by tenants or others, whose tenancy, possession, or work on such land, or the terms of whose tenancy, possession, or labor thereon, were created or changed after execution by the landowner, landlord, or lessor of such a marketing agreement. In such action, the foregoing remedies for nondelivery or breach shall lie and be enforceable against such landowner, landlord, or lessor.
11A V.S.A. § 11.08 — VT Code / Title 11A / Chapter 11 / Section 11.08
§ 11.08. Merger authorized; plan of merger
Status: in_force

(a) A corporation organized pursuant to this title may merge with one or more other constituent organizations pursuant to this section and sections 11.09 through 11.12 of this title and a plan of merger if:

(1) the governing statute of each of the other constituent 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 constituent 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 type of each constituent organization;

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

(3) the terms and conditions of the merger, including the manner and basis for converting an interest holder's interest in each constituent organization into any combination of an interest in the surviving organization and other consideration;

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

(5) if the merger does not create the surviving constituent organization, any amendments to the surviving constituent organization's organizational documents that are, or are proposed to be, in a record.
11 V.S.A. § 3286 — VT Code / Title 11 / Chapter 22 / Section 3286
§ 3286. Effect of merger
Status: in_force

(a) When a merger takes effect:

(1) the separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;

(2) all property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;

(3) all obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and

(4) an action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.

(b) The Secretary of State of this State is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the Secretary of State of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving foreign partnership or limited partnership.

(c) A partner of the surviving partnership or limited partnership is liable for:

(1) all obligations of a party to the merger for which the partner was personally liable before the merger;

(2) all other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and

(3) except as otherwise provided in section 3226 of this title, all obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.

(d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in section 3277 of this title, or in the Uniform Limited Partnership Act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.

(e) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under section 3261 of this title, or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under section 3262 of this title by an act of a general partner dissociated under this subsection, and the partner is liable under section 3263 of this title for transactions entered into by the surviving entity after the merger takes effect.
11B V.S.A. § 6.03 — VT Code / Title 11B / Chapter 6 / Section 6.03
§ 6.03. No requirement of members
Status: in_force

A corporation is not required to have members.
11A V.S.A. § 4.03 — VT Code / Title 11A / Chapter 4 / Section 4.03
§ 4.03. Registered name
Status: in_force

(a) A foreign corporation may register its corporate name, or its alternate name or corporate name with any addition required by section 15.06 of this title, if the name is distinguishable in the records of the Secretary of State from the corporate or business names that are not available under section 4.01(b)(3) of this title.

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

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

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

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

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

(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this title or by another foreign corporation thereafter authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
11A V.S.A. § 20.09 — VT Code / Title 11A / Chapter 20 / Section 20.09
§ 20.09. Shareholder agreements
Status: in_force

(a) If the articles of incorporation so provide pursuant to section 20.02(5)(C) of this title, all the shareholders of a close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.

(b) An agreement authorized by this section may:

(1) eliminate a board of directors;

(2) restrict the discretion or powers of the board or authorize director proxies or weighted voting rights; or

(3) create a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.

(c) If the corporation has a board of directors, an agreement authorized by this section restricting the discretion or powers of the board relieves directors of the liability imposed on directors by law, to the extent that the discretion or powers of the board are governed by the agreement. In such circumstances, liability is imposed on each person in whom the board's discretion or power is vested.

(d) A provision eliminating or restricting a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect and contain a statement that the liability of directors imposed by law is instead imposed upon each person in whom the board's power is vested.

(e) A provision entitling one or more shareholders to dissolve the corporation under section 20.13 of this title is effective only if a statement of this right is contained in the articles of incorporation.

(f) To amend an agreement authorized by this section, all the shareholders must approve the amendment in writing unless the agreement provides otherwise.

(g) Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares are not issued when the agreement is made.

(h) This section does not prohibit any other agreement between or among shareholders in a close corporation except to the extent specifically stated in this chapter.
11B V.S.A. § 8.58 — VT Code / Title 11B / Chapter 8 / Section 8.58
§ 8.58. Application of subchapter
Status: in_force

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

(b) This subchapter does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
11A V.S.A. § 16.02 — VT Code / Title 11A / Chapter 16 / Section 16.02
§ 16.02. Inspection of records by shareholders
Status: in_force

(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, or, if none in this State, the registered office, any of the records of the corporation described in subsection 16.01(e) of this title if the shareholder gives the corporation written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy. A shareholder of a close corporation as defined in section 20.02 of this title is also entitled to inspect and copy, pursuant to this subsection, such corporation's record of shareholders.

(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation written notice of his or her demand at least five business days before the day on which he or she wishes to inspect and copy:

(1) accounting records of the corporation; and

(2) the record of shareholders.

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

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

(2) the shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and

(3) the records are directly connected with the shareholder's purpose.

(d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.

(e) This section does not affect:

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

(2) the power of a court, independently of this title, to compel the production of corporate records for examination.

(f) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf.
11 V.S.A. § 4060 — VT Code / Title 11 / Chapter 25 / Section 4060
§ 4060. Reimbursement, indemnification, and insurance
Status: in_force

(a) A member-managed limited liability company shall reimburse a member, and a manager-managed limited liability company shall reimburse a manager, for payments made and indemnify the member or manager for liabilities reasonably incurred by the member or manager in the ordinary and proper conduct of the activities of the limited liability company or for the preservation of its activities or property.

(b) A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status whether or not the operating agreement is permitted to provide for the member or manager to be indemnified against the liability.

(c) A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make.

(d) A payment or advance that gives rise to an obligation of a limited liability company under subsections (a) through (c) of this section constitutes a loan to the company, which accrues interest from the date of the payment or advance.

(e) A member is not entitled to remuneration for services performed for a limited liability company even in the capacity as a manager of a manager-managed company, except for reasonable compensation for services rendered in winding up the activities of the company.
11 V.S.A. § 1594 — VT Code / Title 11 / Chapter 14 / Section 1594
§ 1594. Voting
Status: in_force

(a) The votes in a cooperative housing corporation shall be assigned so that each member has one vote.

(b) Voting authority may not be assigned to nonresidents.

(c) Nonmembers may be elected by the membership of the cooperative housing corporation to serve on the board of directors of the cooperative housing corporation, provided that no more than one-third of the directors may be nonmembers.

(d) Voting by proxy may be permitted in cooperative housing corporations, provided that proxies are assigned to members and that no more than one proxy may be voted by any member on any question.

(e) Voting by early voter absentee ballots may be permitted in cooperative housing corporations.

(f) Notwithstanding subsection (a) of this section, a cooperative housing corporation not organized as a limited equity cooperative pursuant to section 1598 of this title may adopt in its articles of incorporation or bylaws, a voting scheme other than one vote per member, except that decisions to merge a cooperative housing corporation with another entity, dissolve it, or amend its articles of incorporation or bylaws shall be made on the basis of one vote per member.
11 V.S.A. § 1702 — VT Code / Title 11 / Chapter 16 / Section 1702
§ 1702. Obligations after disaster response period
Status: in_force

(a) Business and employee status during the disaster response period.

(1)(A) An out-of-state business that conducts operations within the State for purposes of performing work or services related to a declared State disaster or emergency during the disaster response period shall not be considered to have established a level of presence that would require that business to register, file, or remit State or local taxes or that would require that business or its out-of-state employees to be subject to any State licensing or registration requirements.

(B) This includes any State or local business licensing or registration requirements or State and local taxes or fees, including unemployment insurance, State or local occupational licensing fees, ad valorem tax on equipment brought into the State temporarily for use during the disaster response period and subsequently removed from the State, and Public Utility Commission or Secretary of State licensing and regulatory requirements.

(C) For purposes of any State or local tax on or measured by, in whole or in part, net or gross income or receipts, all activity of the out-of-state business that is conducted in this State pursuant to this chapter shall be disregarded with respect to any filing requirements for such tax, including the filing required for a unitary or combined group of which the out-of-state business may be a part.

(D) For the purpose of apportioning income, revenue, or receipts, the performance by an out-of-state business of any work in accordance with this section shall not be sourced to or shall not otherwise impact or increase the amount of income, revenue, or receipts apportioned to this State.

(2)(A) An out-of-state employee shall not be considered to have established residency or a presence in the State that would require that person or that person's employer to file and pay income taxes or to be subjected to tax withholdings or to file and pay any other State or local tax or fee during the disaster response period.

(B) This includes any related State or local employer withholding and remittance obligations, but does not include any transaction taxes or fees as described in subsection (b) of this section.

(b) Transaction taxes and fees. An out-of-state business and an out-of-state employee shall be required to pay transaction taxes and fees, including fuel tax and sales and use tax on materials or services consumed or used in the State subject to sales and use tax, rooms and meals tax, car rental taxes or fees that the out-of-state affiliated business or out-of-state employee purchases for use or consumption in the State during the disaster response period, unless such taxes are otherwise exempted during a disaster response period. An out-of-state business making retail sales of tangible personal property during the disaster response period shall be subject to all sales tax registration, collection, reporting, and other requirements set forth in 32 V.S.A. chapter 233.

(c) Business or employee activity after disaster response period. An out-of-state business or out-of-state employee that remains in the State after the disaster response period will become subject to the State's normal standards for establishing presence, residency, or doing business in the State and will therefore become responsible for any business or employee tax requirements that ensue.
11 V.S.A. § 873 — VT Code / Title 11 / Chapter 4 / Section 873
§ 873. Penalty for signing false document
Status: in_force

(a) A person commits an offense if he or she signs a document he or she knows is false in any material respect with intent that the document be delivered to the licensing authority for filing.

(b) An offense under this section is a misdemeanor punishable by a fine not to exceed $1,000.00.

(c) The offense created by this section is in addition to any other offense created by law for the same conduct.
11 V.S.A. § 3455 — VT Code / Title 11 / Chapter 23 / Section 3455
§ 3455. Distribution in kind
Status: in_force

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his or her contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him or her exceeds a percentage of that asset which is equal to the percentage in which he or she shares in distributions from the limited partnership.
11C V.S.A. § 1408 — VT Code / Title 11C / Chapter 14 / Section 1408
§ 1408. Action by Attorney General
Status: in_force

The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in section 1407 of this title and to restrain a foreign enterprise from transacting business in this State in violation of this chapter.
11 V.S.A. § 273 — VT Code / Title 11 / Chapter 1 / Section 273
§ 273. Public service corporations, powers of Commission
Status: in_force

In authorizing the issue by a corporation, subject to its jurisdiction, of stock without par value as provided by section 262 of this title, the Public Utility Commission shall ascertain the amount of money that is reasonably necessary for the corporation for which such issue of stock has been authorized by the corporation. The Commission shall fix the number of additional shares to be issued and the price per share at such number and prices as in its opinion the public interests shall require, taking into consideration the outstanding securities of the corporation, the value of its property devoted to the public use, the principal market value of such additional shares, and any other pertinent matters.
11B V.S.A. § 8.01 — VT Code / Title 11B / Chapter 8 / Section 8.01
§ 8.01. Requirement for and duties of board
Status: in_force

(a) Each corporation must have a board of directors.

(b) Except as provided in this title or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.

(c) The articles of incorporation may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
11C V.S.A. § 908 — VT Code / Title 11C / Chapter 9 / Section 908
§ 908. Insurance
Status: in_force

An enterprise may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the enterprise or who, while a director, officer, employee, or agent of the enterprise, is or was serving at the request of the enterprise as a director, officer, partner, trustee, employee, or agent of another foreign or domestic enterprise, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the enterprise would have power to indemnify him or her against the same liability under section 902 or 903 of this title.
11C V.S.A. § 1209 — VT Code / Title 11C / Chapter 12 / Section 1209
§ 1209. Other claims against dissolved mutual benefit enterprise
Status: in_force

(a) A dissolved mutual benefit enterprise may publish notice of its dissolution and request persons having claims against the enterprise to present them in accordance with the notice.

(b) A notice under subsection (a) of this section shall:

(1) be published at least once in a newspaper of general circulation in the county in which the dissolved mutual benefit enterprise's principal office is located or, if the enterprise does not have a principal office in this State, in the county in which the enterprise's designated office is or was last located;

(2) describe the information required to be contained in a claim and provide an address to which the claim is to be sent; and

(3) state that a claim against the enterprise is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice.

(c) If a dissolved mutual benefit enterprise publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim not later than three years after the first publication date of the notice:

(1) a claimant that is entitled to but did not receive notice in a record under section 1208 of this title; and

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

(d) A claim not barred under this section may be enforced:

(1) Against a dissolved mutual benefit enterprise, to the extent of its undistributed assets.

(2) If the enterprise's assets have been distributed in connection with winding up the enterprise's activities against a member or holder of financial rights, to the extent of that person's proportionate share of the claim or the enterprise's assets distributed to the person in connection with the winding up, whichever is less. The person's total liability for all claims under this subdivision shall not exceed the total amount of assets distributed to the person as part of the winding up of the enterprise.
11A V.S.A. § 20.02 — VT Code / Title 11A / Chapter 20 / Section 20.02
§ 20.02. Close corporation defined
Status: in_force

A close corporation is a corporation organized under this chapter whose articles of incorporation:

(1) Include the following statement: “This corporation is a close corporation”.

(2) Contain the provisions required by subsection 2.02(a) of this title.

(3) Provide that all of the corporation's issued and outstanding stock of all classes shall be held of record by not more than a specified number of persons, not exceeding 35. The method of counting the permitted number of holders of record of the stock of a close corporation shall be that provided in section 1.42 of this title.

(4) Provide that each certificate for shares shall conspicuously note the fact that the corporation is a close corporation.

(5) Provide that each certificate for shares shall conspicuously note the following provisions or state that the following provisions exist and that the corporation will furnish to any shareholder upon request and without charge, a full statement of such provisions:

(A) provisions, if any, set forth in the articles of incorporation and imposing restrictions on the transfer of shares;

(B) provisions, if any, set forth in the articles of incorporation and permitting dissolution of the corporation upon the occurrence of a specified event or contingency pursuant to section 20.13 of this title;

(C) provisions, if any, set forth in the articles of incorporation and permitting the shareholders to limit the powers of the board of directors or to manage the corporation without a board of directors pursuant to section 20.08 or 20.09 of this title.

(6) Provide that the corporation shall make no offering of any of its shares of any class which would constitute a “public offering” within the meaning of the U.S. Securities Act of 1933 (15 U.S.C. § 77 et seq.).

(7) Provide that all of the corporation's issued and outstanding shares of all classes shall be represented by certificates and shall conform in form and content to the requirements of section 6.25 of this title.
11A V.S.A. § 14.40 — VT Code / Title 11A / Chapter 14 / Section 14.40
§ 14.40. Deposit with State Treasurer
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer or other appropriate State official for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or other appropriate State official shall pay him or her or his or her representative that amount.
11B V.S.A. § 10.02 — VT Code / Title 11B / Chapter 10 / Section 10.02
§ 10.02. Amendment by directors
Status: in_force

(a) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:

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

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

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

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

(b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
11C V.S.A. § 503 — VT Code / Title 11C / Chapter 5 / Section 503
§ 503. No power as member to bind enterprise
Status: in_force

A member solely by reason of being a member may not act for or bind the mutual benefit enterprise.
11 V.S.A. § 1000 — VT Code / Title 11 / Chapter 7 / Section 1000
§ 1000. Adoption of bylaws
Status: in_force

(a) Within 30 days after its organization, each association shall adopt for its government and management a code of bylaws, not inconsistent with the powers granted hereby. Except as provided in subsection (b) of this section, a majority vote of the members shall be necessary to adopt, alter, amend, or repeal such bylaws.

(b) In the case of any association having district election of delegates and delegate system of voting as permitted by subdivision 995(10) of this title, in which, under its articles of incorporation or bylaws, such delegates have complete voting power on behalf of the membership for every purpose except that of their own election and the election of district directors, following reasonable notice to the members or stockholders in accordance with the bylaws, a majority of the delegates attending and voting at any meeting of the delegates of the association may adopt, alter, amend, or repeal such bylaws.
11 V.S.A. § 923 — VT Code / Title 11 / Chapter 5 / Section 923
§ 923. Definitions
Status: in_force

(a) “Scrip” as used in this chapter includes certificates having no fixed maturity, transferable by delivery, and payable to bearer in lawful currency when realized out of the assets pledged to secure such scrip. It does not include notes.

(b) “Scrip corporation” includes any person or corporation lawfully issuing scrip.
11 V.S.A. § 4001 — VT Code / Title 11 / Chapter 25 / Section 4001
§ 4001. Definitions
Status: in_force

As used in this chapter:

(1) “Articles of organization” means initial, amended, and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all documents serving a similar function required to be filed in the Office of the Secretary of State, or comparable office, of the company's jurisdiction of organization.

(2) “Business” includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit.

(3) “Debtor in bankruptcy” means a person who is the subject of an order for relief under Title 11 of the U.S. Code or a comparable order under a successor statute of general application or a comparable order under federal, state, or foreign law governing insolvency.

(4) “Delivery” means transmission by surface mail or by a method of electronic transmission the Secretary of State may prescribe.

(5) “Designated office” means the office of a limited liability company designated pursuant to section 4007 of this title or the principal office of a foreign limited liability company.

(6) “Dissolution” means an event under section 4101 of this title which requires a limited liability company to wind up its affairs and to terminate its existence as a legal entity.

(7) “Dissociation” means a complete termination of a member's continued membership in a limited liability company for any reason.

(8) “Distribution” means a transfer of money or property from a limited liability company to a member in the member's capacity as a member or to a transferee of the member's distributional interest.

(9) “Distributional interest” means the right of a member or transferee to receive a distribution from a limited liability company.

(10) “Document” 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.

(11) “Entity” means a person other than an individual.

(12) “Foreign limited liability company” means an unincorporated entity organized under laws, other than the laws of this State, which afford limited liability to its owners comparable to the liability under section 4042 of this title.

(13) “Limited liability company” or “company,” except in the phrase “foreign limited liability company,” means an organization formed under this chapter or subject to this chapter following a merger, conversion, or domestication pursuant to subchapter 10 of this chapter.

(14) “L3C” or “low-profit limited liability company” means a limited liability company that elects to be a low-profit limited liability company pursuant to section 4161 of this title and meets the requirements of section 4162 of this title.

(15) “Manager” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in subsection 4054(c) of this title.

(16) “Manager-managed limited liability company” means a limited liability company that qualifies under subsection 4054(a) of this title.

(17) “Meeting” means any structured communication conducted by participants in person or through an electronic or telecommunications medium that permits simultaneous or sequentially structured communications.

(18) “Member” means a person that has become a member of a limited liability company under section 4051 of this title and has not dissociated under section 4081 of this title.

(19) “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.

(20) “Operating agreement” means any form of description of membership rights and obligations under section 4003 of this title, stored or depicted in any tangible or electronic medium, which is agreed to by the members, including amendments to the agreement.

(21) “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.

(22) “Sign” means, with the present intent to authenticate or adopt a record:

(A) to execute or adopt a tangible symbol; or

(B) to attach or to logically associate with the record an electronic symbol, sound, or process.

(23) “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.

(24) “Transfer” includes an assignment, a conveyance, a sale, a lease, an encumbrance, including a mortgage or security interest, a gift, and a transfer by operation of law.

(25) “Writing” means a written communication, including a letter, fax, e-mail, or other electronic format that may be prescribed by the Secretary of State.
11C V.S.A. § 507 — VT Code / Title 11C / Chapter 5 / Section 507
§ 507. Special meeting of members
Status: in_force

(a) A special meeting of members may be called only:

(1) as provided in the organic rules;

(2) by a majority vote of the board of directors on a proposal stating the purpose of the meeting;

(3) by demand in a record signed by members holding at least 20 percent of the voting power of the persons in any district or class entitled to vote on the matter that is the purpose of the meeting stated in the demand; or

(4) by demand in a record signed by members holding at least 10 percent of the total voting power of all the persons entitled to vote on the matter that is the purpose of the meeting stated in the demand.

(b) A demand under subdivision (a)(3) or (4) of this section shall be submitted to the officer of the mutual benefit enterprise charged with keeping its records.

(c) Any voting member may withdraw its demand under subdivision (a)(3) or (4) of this section before receipt by the mutual benefit enterprise of demands sufficient to require a special meeting of members.

(d) A special meeting of members 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.

(e) Unless the organic rules otherwise provide, members may attend or conduct a special meeting of members through the use of any means of communication if all members attending the meeting can communicate with each other during the meeting.

(f) Only business within the purpose or purposes stated in the notice of a special meeting of members may be conducted at the meeting.

(g) Unless the organic rules otherwise provide, the presiding officer of a special meeting of members shall be designated by the board of directors.