reglab/housing_qa huggingface dataset:
11 V.S.A. § 10.08
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.08. Amendment pursuant to judicial reorganization

§ 10.08. Amendment pursuant to judicial reorganization|(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by section 2.02 of this title.(b) The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth:  (1) the name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the articles of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal statute.   (c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 10.09
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.09. Effect of amendment

§ 10.09. Effect of amendment|An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 10.20
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.20. Amendment by board of directors or shareholders

§ 10.20. Amendment by board of directors or shareholders|(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:  (1) the articles of incorporation or this title reserve this power exclusively to the shareholders in whole or in part; or (2) the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.   (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 10.21
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.21. Bylaw increasing quorum or voting requirement for shareholders

§ 10.21. Bylaw increasing quorum or voting requirement for shareholders|(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this section may not be adopted, amended, or repealed by the board of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 10.22
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.22. Bylaw increasing quorum or voting requirement for directors

§ 10.22. Bylaw increasing quorum or voting requirement for directors|(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. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 11.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.02. Conversion authorized

§ 11.02. Conversion authorized|(a) By complying with sections 11.03 through 11.06 of this title, a domestic corporation may become a domestic organization that is a different type of organization.(b) By complying with sections 11.03 through 11.06 of this title, a domestic organization may become a domestic corporation.(c) By complying with sections 11.03 through 11.06 of this title applicable to foreign organizations, a foreign organization that is not a foreign corporation may become a domestic corporation if the conversion is authorized by the law of the foreign organization's jurisdiction of formation.(d) If a protected agreement contains a provision that applies to a merger of a domestic corporation but does not refer to a conversion, the provision applies to a conversion of the corporation as if the conversion were a merger until the provision is amended after July 1, 2017. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.03. Plan of conversion

§ 11.03. Plan of conversion|(a) A domestic corporation may convert to a different type of organization under section 11.02 of this title by approving a plan of conversion, and a domestic organization, other than a corporation, may convert into a domestic corporation by approving a plan of conversion. The plan shall be in a record and shall contain:  (1) the name of the converting corporation or organization; (2) the name, jurisdiction of formation, and type of organization of the converted organization; (3) the manner and basis for converting an interest holder's interest in the converting organization into any combination of an interest in the converted organization and other consideration; (4) the proposed public organizational documents of the converted organization if it will be an organization with public organizational documents filed with the Secretary of State; (5) the full text of the private organizational documents of the converted organization that are proposed to be in a record; (6) the other terms and conditions of the conversion; and (7) any other provision required by the law of this State or the organizational documents of the converting corporation.   (b) A plan of conversion may contain any other provision not prohibited by law. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.04. Approval of conversion

§ 11.04. Approval of conversion|Subject to section 11.17 of this title and any contractual rights, a converting organization shall approve a plan of conversion as follows:  (1) a domestic corporation shall approve a plan of conversion in accordance with the procedures for approving a merger under section 11.10 of this title; (2) any other organization shall approve a plan of conversion in accordance with its governing statute and its organizational documents; provided:  (A) if its organizational documents do not address the manner for approving a conversion, then a plan of conversion shall be approved by the same vote required under the organizational documents for a merger; and (B) if its organizational documents do not provide for approval of a merger, then by the approval of the number or percentage of interest holders required to approve a merger under the governing statute. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.06
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.06. Statement of conversion; effective date of conversion

§ 11.06. Statement of conversion; effective date of conversion|(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. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.08
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.08. Merger authorized; plan of merger

§ 11.08. Merger authorized; plan of merger|(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. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.09
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.09. Share exchange authorized; plan of share exchange

§ 11.09. Share exchange authorized; plan of share exchange|(a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts, and its shareholders, if required under section 11.10 of this title, approve a plan of share exchange.(b) The plan of share exchange shall be in a record and shall include:  (1) the name of the corporation whose shares will be acquired and the name of the acquiring corporation; and (2) the terms and conditions of the share exchange; including the manner and basis of exchanging the shares to be acquired in exchange for shares of the acquiring corporation or other consideration.   (c) The plan of share exchange may contain any other provision not prohibited by law. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.12
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.12. Effect of merger or share exchange

§ 11.12. Effect of merger or share exchange|(a) When a merger takes effect:  (1) the surviving constituent organization continues or comes into existence; (2) each constituent organization that merges into the surviving constituent organization ceases to exist as a separate entity; (3) the property of each constituent organization that ceases to exist vests in the surviving constituent organization without transfer, assignment, reversion, or impairment; (4) the debts, obligations, and other liabilities of each constituent organization that ceases to exist continue as debts, obligations, and other liabilities of the surviving constituent organization; (5) an action or proceeding pending by or against a constituent organization that ceases to exist continues as if the merger did not occur; (6) except as prohibited by other law, the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving constituent 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 corporation ceases to exist, the merger does not dissolve the corporation for the purposes of chapter 14 of this title; (9) if the merger creates the surviving constituent organization, its public organizational documents take effect; and (10) if the surviving constituent organization preexists the merger, any amendments to its public organizational documents take effect.   (b)(1) A surviving constituent organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce a debt, obligation, or other liability the constituent organization owes, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability.  (2) A surviving constituent 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) A person shall serve the Secretary of State under this subsection in the same manner, and the service has the same consequences, as in section 5.04 of this title.   (c) When a share exchange takes effect:  (1) the shares of each acquired constituent organization are exchanged as provided in the plan of share exchange; and (2) the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under chapter 13 of this title. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.13
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.13. Domestication authorized

§ 11.13. Domestication authorized|(a) A foreign corporation may become a domestic corporation pursuant to this section and sections 11.14 through 11.17 of this title and a plan of domestication if:  (1) the foreign corporation's governing statute and its organizational documents permit the domestication; and (2) the foreign corporation complies with its governing statute and organizational documents.   (b) A domestic corporation may become a foreign corporation pursuant to this section and sections 11.14 through 11.17 of this title and a plan of domestication if:  (1) its organizational documents permit the domestication; and (2) the corporation complies with this section and sections 11.14 through 11.17 of this title and its organizational documents.   (c) A plan of domestication shall be in a record and shall include:  (1) the name of the domesticating corporation before domestication and the jurisdiction of its governing statute; (2) the name of the domesticated corporation after domestication and the jurisdiction of its governing statute; (3) the terms and conditions of the domestication, including the manner and basis for converting an interest holder's interest in the domesticating organization into any combination of an interest in the domesticated organization and other consideration; and (4) the organizational documents of the domesticated corporation that are, or are proposed to be, in a record. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.14
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.14. Action on plan of domestication

§ 11.14. Action on plan of domestication|(a) A domesticating corporation shall approve a plan of domestication as follows:  (1) if the domesticating corporation is a domestic corporation, in accordance with this chapter and the corporation's organizational documents; provided that:  (A) if its organizational documents do not specify the vote needed to approve domestication, then by the same vote required for a merger under its organizational documents; or (B) if its organizational documents do not specify the vote required for a merger, then by the number or percentage of shareholders required to approve a merger under this chapter;  (2) if the domesticating corporation is a foreign corporation, as provided in its organizational documents and governing statute.   (b) Subject to any contractual rights, after a domesticating corporation approves a domestication and before it delivers articles of domestication to the Secretary of State for filing, the domesticating corporation may amend the plan or abandon the domestication:  (1) as provided in the plan; or (2) except as otherwise prohibited by the plan, in the same manner it approved the plan. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.15
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.15. Filing required for domestication; effective date

§ 11.15. Filing required for domestication; effective date|(a) A domesticating corporation that approves a plan of domestication shall deliver to the Secretary of State for filing articles of domestication that include:  (1) a statement, as the case may be, that the corporation was domesticated from or into another jurisdiction; (2) the name of the corporation and the jurisdiction of its governing statute prior to the domestication; (3) the name of the corporation and the jurisdiction of its governing statute following domestication; (4) the date the domestication takes effect under the governing statute of the domesticated company; and (5) a statement that the corporation approved the domestication as required by the governing statute of the jurisdiction to which it is domesticating.   (b) When a domesticating corporation delivers articles of domestication to the Secretary of State pursuant to subsection (a) of this section, it shall include:  (1) if the domesticating corporation will be a domestic corporation, articles of incorporation pursuant to section 2.02 of this title; (2) if the domesticating corporation will be a foreign corporation authorized to transact business in this State, an application for a certificate of authority pursuant to section 15.03 of this title; or (3) if the domesticating corporation will be a foreign corporation that is not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title.   (c) A domestication takes effect:  (1) when the articles of domestication of the domesticating corporation take effect, if the corporation is domesticating to this State; and (2) according to the governing statute of jurisdiction to which the corporation is domesticating. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)