reglab/housing_qa huggingface dataset:
11 V.S.A. § 20.14
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 20 - Close Corporations|§ 20.14. Involuntary termination of close corporation status; proceeding to prevent loss of status

§ 20.14. Involuntary termination of close corporation status; proceeding to prevent loss of status|(a) A close corporation shall notify all shareholders of any event which would render the corporation no longer eligible to organize as a close corporation under the requirements of section 20.02 of this title. Such notification shall be made within 30 days of the discovery of the event. If shareholders are not notified within one year of the discovery of the event, the corporation's status as a close corporation shall terminate. If shareholders are notified within 30 days, they shall have 120 days after discovery of the event to remedy any breach, and if remedied, the corporation's status as a close corporation shall be unaffected by the breach of any conditions under section 20.02. Commencement of a proceeding by a shareholder or by the corporation in Superior Court under subsection (b) of this section shall suspend the provisions of this subsection.(b) The Superior Court of the county in which the registered office of the corporation is located, upon the suit of the corporation or any shareholder thereof, shall have jurisdiction to issue all orders necessary to prevent the corporation from losing its status as a close corporation, or to restore its status as a close corporation by enjoining or setting aside any act or threatened act on the part of the corporation or a shareholder thereof which would be inconsistent with any of the provisions or conditions required by section 20.02 of this title to be stated in the articles of incorporation of a close corporation, unless it is an action approved in accordance with section 20.02 of this title. The superior court shall enjoin or set aside any transfer or threatened transfer of shares of a close corporation which is contrary to the terms of its articles of incorporation or of any transfer restriction permitted by subdivision 20.02(5)(A) and subsection 20.05(b) of this title.(c) A close corporation whose status has been terminated under this section may reinstate that status by correction of breach. Such reinstatement shall revive and validate all actions taken by a close corporation during its termination period, if such actions would otherwise have been legally binding on the corporation if it had never been terminated. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 20.15
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 20 - Close Corporations|§ 20.15. Judicial dissolution

§ 20.15. Judicial dissolution|(a) The Superior Court of the county in which the registered office of the corporation is located may entertain a petition of any shareholder for involuntary dissolution of any close corporation pursuant to sections 14.30-14.33 of this title.(b) Any one or more shareholders desiring to continue the business of a close corporation may avoid the dissolution of the corporation or the appointment of a trustee or receiver under this section by electing in a written instrument filed in the proceeding to purchase the shares of stock owned by the petitioner at a price equal to their fair value. If a shareholder or shareholders making such election are unable to reach an agreement with the petitioner as to the fair value of the petitioner's shares within 30 days after the filing of such election, the court shall, upon said electing shareholders giving bond or other security in an amount fixed by the court, stay the proceeding and proceed to determine the fair value of such shares as of the close of the business on the day on which the petition for dissolution was filed. Upon determining the fair value of such shares, the court shall set forth in its order directing that the shares be purchased, the purchase price and the time within which the payment shall be made, and may decree such other terms and conditions of sale as it determines to be appropriate, including payment of the purchase price in installments over a period of time and the allocation of shares among shareholders electing to purchase them. The petitioner shall be entitled to interest at the legal rate on the purchase price of the petitioner's shares from the date of the filing of the election for a determination of fair value and all other rights of the petitioner as an owner of the shares shall terminate at such date. Upon full payment of the purchase price, under the terms and conditions specified by the court, or at such other time as may be ordered by the court, the petitioner shall surrender the shares of stock to the purchasing shareholder or shareholders. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 20.16
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 20 - Close Corporations|§ 20.16. Special voting requirements

§ 20.16. Special voting requirements|(a) Unless a provision of this chapter specifically provides otherwise, an amendment to the articles of incorporation 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 amendment shall be approved by the affirmative vote of at least two-thirds of the outstanding shares of such voting group and the affirmative vote of at least two-thirds of the total outstanding shares.(b) Unless the articles of incorporation provide otherwise or unless a section of this chapter specifically provides otherwise, merger, share exchange, or sale of substantially all of the assets of the corporation other than in the ordinary course of business 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 shares are entitled to vote as a group, the action shall be approved by the affirmative vote of at least two-thirds of the outstanding shares of each voting group entitled to vote as a group and the affirmative vote of at least two-thirds of the total outstanding shares.(c) If the articles of incorporation contain specific authority to do so, approval under this section may be by a vote of at least a majority of the votes of the outstanding shares of such corporation, provided that if any shares are entitled to vote as a group, the action shall be approved by the affirmative vote of at least a majority of the outstanding shares of each voting group entitled to vote as a group and the affirmative vote of at least a majority of the total outstanding shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 21.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.01. Short title

§ 21.01. Short title|This chapter shall be known and may be cited as the "Vermont Benefit Corporations Act."  (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
11 V.S.A. § 21.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.02. Law applicable

§ 21.02. Law applicable|(a) This chapter shall apply only to a domestic corporation meeting the definition of a benefit corporation in subdivision 21.03(a)(1) of this title. The provisions of this title other than those set forth in this chapter shall apply to a benefit corporation in the absence of a contrary or inconsistent provision in this chapter. A corporation whose status as a benefit corporation terminates shall immediately become subject to the obligations and rights of a general corporation as provided in this title.(b) The existence of a provision of this chapter does not of itself create any implication that a contrary or different rule of law is or would be applicable to a corporation that is not a benefit corporation. This chapter does not affect any statute or rule of law as it applies to a corporation that is not a benefit corporation.(c) A provision of the articles of incorporation or bylaws of a benefit corporation may not be inconsistent with any provision of this chapter.(d) Terms that are defined in other chapters of this title shall have the same meaning when used in this chapter, except that in this chapter, "corporation" shall have the meaning set forth in section 1.40 of this title. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
11 V.S.A. § 21.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.04. Incorporation of a benefit corporation

§ 21.04. Incorporation of a benefit corporation|A benefit corporation shall be formed in accordance with sections 2.01, 2.02, 2.03, and 2.05 of this title, except that its articles of incorporation shall also contain the provision required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
11 V.S.A. § 21.05
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.05. Election of existing corporation to become a benefit corporation

§ 21.05. Election of existing corporation to become a benefit corporation|Any corporation organized under this title may become a benefit corporation by amending its articles of incorporation to add the statement required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation. The amendment shall be adopted and shall become effective in accordance with sections 10.01 through 10.09 of this title, except that:  (1) the notice of the meeting of shareholders that will approve the amendment shall include a statement from the board of directors of the reasons why the board is proposing the amendment and the anticipated effect on shareholders of becoming a benefit corporation; and (2) the amendment shall be approved by the higher of:  (A) the vote required by the articles of incorporation; or (B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
11 V.S.A. § 21.06
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.06. Merger and share exchange

§ 21.06. Merger and share exchange|(a) A plan of merger or share exchange that if effected would terminate the benefit corporation status of a corporation shall be adopted and shall become effective in accordance with chapter 11 of this title, except that:  (1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing that the surviving corporation should not be a benefit corporation and the anticipated effect on the shareholders of the surviving corporation ceasing to be a benefit corporation; and (2) the plan shall be approved by the higher of:  (A) the vote required by the articles of incorporation; or (B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group.    (b) If a corporation that is not a benefit corporation is a party to a plan of merger or share exchange in which the surviving corporation is a benefit corporation, the plan of merger shall be adopted and shall become effective in accordance with chapter 11 of this title, except that:  (1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing that the surviving corporation should become a benefit corporation and the effect on the shareholders of the surviving corporation becoming a benefit corporation; and (2) the plan shall be approved in the case of the corporation that is not a benefit corporation by the higher of:  (A) the vote required by the articles of incorporation; or (B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
11 V.S.A. § 21.07
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.07. Termination of benefit corporation status by amendment of articles of incorporation; vote required

§ 21.07. Termination of benefit corporation status by amendment of articles of incorporation; vote required|A corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation, in addition to the provisions required by section 2.02 of this title to be stated in the articles of incorporation of a benefit corporation. The amendment shall be adopted and shall become effective in accordance with sections 10.01 through 10.09 of this title, except that:  (1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing the amendment and the effect of terminating the status of the corporation as a benefit corporation; and (2) the amendment shall be approved by the higher of:  (A) the vote required by the articles of incorporation; or (B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
11 V.S.A. § 21.08
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.08. Corporate purpose

§ 21.08. Corporate purpose|(a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the purposes of the benefit corporation under subsection 3.01(a) of this title.(b) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that are the purpose of the benefit corporation to create in addition to its purposes under subsection 3.01(a) of this title and subsection (a) of this section. The adoption of a specific public benefit purpose under this subsection does not limit the obligation of a benefit corporation to create general public benefit.(c) The creation of general and specific public benefit as provided in subsections (a) and (b) of this section is in the best interests of the benefit corporation.(d) A benefit corporation may amend its articles of incorporation to add, amend, or delete a specific public benefit. The amendment shall be adopted and shall become effective in accordance with sections 10.01 through 10.09 of this title and shall be approved by the higher of the vote required by the articles of incorporation or by subsection (e) of this section.(e) An amendment of the articles of incorporation of a benefit corporation to add, amend, or delete a specific public benefit in the articles of incorporation shall be adopted by a vote of at least two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
11 V.S.A. § 21.09
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.09. Standard of conduct for directors

§ 21.09. Standard of conduct for directors|(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. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011; amended 2011, No. 146 (Adj. Sess.), § 1.)
11 V.S.A. § 21.11
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.11. Standard of conduct for officers

§ 21.11. Standard of conduct for officers|(a) An officer of a benefit corporation shall consider the interests and factors described in subsection 21.09(a) of this title in the manner provided in that subsection when:  (1) the officer has discretion in how to act or not act with respect to a matter; and (2) it reasonably appears to the officer that the matter may have a material effect on:  (A) the creation of general or specific public benefit by the benefit corporation; or (B) any of the interests or factors referred to in subdivision 21.09(a)(1) of this title.    (b) The consideration of interests and factors in the manner described in subsection (a) of this section shall not constitute a violation of the fiduciary duty of an officer to the benefit corporation.(c) An officer 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 officer performed the duties of the position in compliance with section 8.41 of this title and with this section.(d) An officer is not liable for the failure of a benefit corporation to create general or specific public benefit.(e) An officer of a benefit corporation shall not have any duty to a person that 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.(f) The articles of incorporation of a benefit corporation may set forth a provision eliminating or limiting the liability of an officer to the benefit corporation or its shareholders for money damages for any action taken, or any failure to take any action, solely as an officer, based on a failure to discharge his or her own duties in accordance with this chapter, except liability for:  (1) the amount of a financial benefit received by an officer to which the officer is not entitled; (2) an intentional or reckless infliction of harm on the benefit corporation or its shareholders; or (3) an intentional or reckless criminal act. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011; amended 2011, No. 146 (Adj. Sess.), § 1.)
11 V.S.A. § 21.12
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.12. Benefit officer

§ 21.12. Benefit officer|A benefit corporation may have an officer designated the "benefit officer" who shall have the authority and shall perform the duties in the management of the benefit corporation relating to the purpose of the corporation to create public benefit as set forth with respect to the office in the bylaws or, to the extent not inconsistent with the bylaws, prescribed with respect to the office by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of the office. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
11 V.S.A. § 21.13
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 21 - Benefit Corporations|§ 21.13. Right of action

§ 21.13. Right of action|(a) The duties of directors and officers under this chapter and the general and specific public benefit purposes of a benefit corporation may be enforced only in a benefit enforcement proceeding, and no person may bring such an action or claim against a benefit corporation or its directors or officers except as provided in this section.(b) A benefit enforcement proceeding may be commenced or maintained only by:  (1) a shareholder that would otherwise be entitled to commence or maintain a proceeding in the right of the benefit corporation on any basis; (2) a director of the corporation; (3) a person or group of persons that owns beneficially or of record 10 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or (4) such other persons as may be specified in the articles of incorporation of the benefit corporation.   (c) As used in this chapter, "benefit enforcement proceeding" means a claim or action against a director or officer for:  (1) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation; or (2) violation of a duty or standard of conduct under this chapter. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
11 V.S.A. § 1.01
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 1 - General Provisions|§ 1.01. Short title

§ 1.01. Short title|This title shall be known and may be cited as the "Vermont Nonprofit Corporation Act."  (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)