reglab/housing_qa huggingface dataset:
11 V.S.A. § 11.02
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 11 - Merger|§ 11.02. Limitations on mergers by public benefit corporations

§ 11.02. Limitations on mergers by public benefit corporations|(a) Without the prior approval of the Superior Court of Washington County in a proceeding of which the Attorney General has been given written notice, a public benefit corporation may merge only with:  (1) another public benefit corporation; (2) a foreign corporation which would qualify under this title as a public benefit corporation; (3) a wholly owned foreign or domestic business corporation, provided the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger; or (4) a business corporation, provided that:  (A) on or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including goodwill) of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under subdivisions 14.05(a)(5) and (6) of this title had it dissolved; (B) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) the merger is approved by a majority of directors of the public benefit corporation who are not and will not become shareholders in or officers, employees, agents, or consultants of the business corporation.    (b) At least 20 days before consummation of any merger of a public benefit corporation, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.(c) Without the prior written consent of the Attorney General or of the Superior Court of Washington County in a proceeding in which the Attorney General has been given notice, when a public benefit corporation merges each member of a public benefit corporation may only receive or keep a membership or memberships in the surviving public benefit corporation, if any. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 11.04
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 11 - Merger|§ 11.04. Articles of merger

§ 11.04. Articles of merger|After a plan of merger is approved by the board of directors, and if required by section 11.03 of this title, by the members and any other persons, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth:  (1) the plan of merger; (2) if approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (3) if approval by members was required:  (A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (B) either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;  (4) if approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision 11.03(a)(3) of this title, a statement that the approval was obtained. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 11.05
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 11 - Merger|§ 11.05. Effect of merger

§ 11.05. Effect of merger|When a merger takes effect:  (1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment, and such vesting shall occur without further act or deed; (3) the surviving corporation has all liabilities and obligations of each corporation party to the merger; provided that trust obligations upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective; (4) a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; (5) the articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 11.06
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 11 - Merger|§ 11.06. Merger with foreign corporation

§ 11.06. Merger with foreign corporation|(a) Except as provided in section 11.02 of this title, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:  (1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; (2) the foreign corporation complies with section 11.04 of this title if it is the surviving corporation of the merger; and (3) each domestic nonprofit corporation complies with the applicable provisions of sections 11.01 through 11.03 of this title and, if it is the surviving corporation of the merger, with section 11.04 of this title.   (b) Upon the merger taking effect, the surviving foreign business or foreign nonprofit corporation for which a certificate of authority has not been issued is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 11.07
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 11 - Merger|§ 11.07. Bequests, devises, and gifts

§ 11.07. Bequests, devises, and gifts|Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 12.01
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 12 - Sale of Assets|§ 12.01. Sale of the assets in regular course of activities and mortgage of assets

§ 12.01. Sale of the assets in regular course of activities and mortgage of assets|(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. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 13.01
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 13 - Distributions|§ 13.01. Prohibited distributions

§ 13.01. Prohibited distributions|Except as authorized by section 13.02 of this title, a corporation shall not make any distributions. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 13.02
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 13 - Distributions|§ 13.02. Authorized distributions

§ 13.02. Authorized distributions|(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed:  (1) the corporation would be able to pay its debts as they become due in the usual course of its activities; and (2) the corporation's total assets would at least equal the sum of its total liabilities.   (b) A public benefit corporation and a mutual benefit corporation may make distributions upon dissolution in conformity with chapter 14 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.01
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.01. Dissolution by incorporators or directors

§ 14.01. Dissolution by incorporators or directors|(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution.(b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.(c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.02
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.02. Dissolution by directors, members

§ 14.02. Dissolution by directors, members|(a) Unless this title, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class dissolution is authorized if it is approved:  (1) by the board; (2) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; or (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title for an amendment to the articles or bylaws.   (b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.(d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.(e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.03
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.03. Articles of dissolution

§ 14.03. Articles of dissolution|(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth:  (1) the name of the corporation; (2) the date dissolution was authorized; (3) a statement that dissolution was approved by a sufficient vote of the board; (4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required:  (A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (B) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;  (6) if approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to subdivision 14.02(a)(3) of this title, a statement that the approval was obtained.   (b) A corporation is dissolved upon the effective date of its articles of dissolution. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.04
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.04. Revocation of dissolution

§ 14.04. Revocation of dissolution|(a) A corporation may revoke its dissolution within 120 days of its effective date.(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:  (1) the name of the corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution was authorized; (4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect; (5) if the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) if member or third person action was required to revoke the dissolution, the information required by subdivision 14.03(a)(5) or (6) of this title.   (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.05
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.05. Effect of dissolution

§ 14.05. Effect of dissolution|(a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:  (1) preserving and protecting its assets and minimizing its liabilities; (2) discharging or making provision for discharging its liabilities and obligations; (3) disposing of its properties that will not be distributed in kind; (4) returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (5) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (6) if the corporation is a public benefit corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:  (A) to one or more persons recognized as exempt under section 501(c)(3) of the Internal Revenue Code; or (B) if the dissolved corporation is not recognized as exempt under section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations;  (7) if the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members those persons whom the corporation holds itself out as benefiting or serving; and (8) doing every other act necessary to wind up and liquidate its assets and affairs.   (b) Dissolution of a corporation does not:  (1) transfer title to the corporation's property; (2) subject its directors or officers to standards of conduct different from those prescribed in chapter 8 of this title; (3) change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (4) prevent commencement of a proceeding by or against the corporation in its corporate name; (5) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) terminate the authority of the registered agent. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.06
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.06. Known claims against dissolved corporation

§ 14.06. Known claims against dissolved corporation|(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:  (1) describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline.   (c) A claim against the dissolved corporation is barred:  (1) if a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.   (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.07
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.07. Unknown claims against dissolved corporation

§ 14.07. Unknown claims against dissolved corporation|(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.(b) The notice must:  (1) be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this State, its registered office) is or was last located; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.   (c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:  (1) a claimant who did not receive written notice under section 14.06 of this title; (2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.   (d) A claim may be enforced under this section:  (1) against the dissolved corporation, to the extent of its undistributed assets; or (2) if the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.   (e) The provisions of this section shall not apply to claimants whose claim is commenced in a timely manner pursuant to 12 V.S.A. § 512, 518, 521, 522, 551, or 560. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.20
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.20. Involuntary termination

§ 14.20. Involuntary termination|The Secretary of State may commence a proceeding under section 14.21 of this title to administratively dissolve a corporation if:  (1) the corporation does not pay within 60 days after they are due fees imposed by this title; (2) the corporation does not deliver its biennial report to the Secretary of State within 60 days after it is due; (3) the corporation is without a registered agent or registered office in this State for 60 days or more; or (4) the corporation does not notify the Secretary of State within 120 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)