reglab/housing_qa huggingface dataset:
11 V.S.A. § 1404
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 14 - Foreign Enterprises|§ 1404. Issuance of certificate of authority

§ 1404. Issuance of certificate of authority|Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this title, the Secretary of State, upon payment by the foreign enterprise of all filing fees, shall file the application, issue a certificate of authority, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign enterprise or its representative. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1405
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 14 - Foreign Enterprises|§ 1405. Noncomplying name of foreign enterprise

§ 1405. Noncomplying name of foreign enterprise|(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. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1406
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 14 - Foreign Enterprises|§ 1406. Revocation of certificate of authority

§ 1406. Revocation of certificate of authority|(a) A certificate of authority may be revoked by the Secretary of State in the manner provided in subsection (b) of this section if the foreign enterprise does not:  (1) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this title; (2) deliver, not later than 60 days after the due date, its annual report; (3) appoint and maintain an agent for service of process; or (4) deliver for filing a statement of change not later than 30 days after a change has occurred in the name of the agent or the address of the foreign enterprise's designated office.   (b) To revoke a certificate of authority, the Secretary of State shall file a notice of revocation and send a copy to the foreign enterprise's registered agent for service of process in this State or, if the foreign enterprise does not appoint and maintain an agent for service of process in this State, to the foreign enterprise's principal office. The notice shall state:  (1) the revocation's effective date, which shall be at least 60 days after the date the Secretary of State sends the copy; and (2) the foreign enterprise's noncompliance that is the reason for the revocation.   (c) The authority of a foreign enterprise to transact business in this State ceases on the effective date of the notice of revocation unless before that date the foreign enterprise cures each failure to comply stated in the notice. If the foreign enterprise cures the failures, the Secretary of State shall so indicate on the filed notice. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1407
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 14 - Foreign Enterprises|§ 1407. Cancellation of certificate of authority; effect of failure to have certificate

§ 1407. Cancellation of certificate of authority; effect of failure to have certificate|(a) To cancel its certificate of authority, a foreign enterprise shall deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 203 of this title.(b)(1) A foreign enterprise transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has a certificate of authority.  (2) The successor to a foreign enterprise that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense based on that cause of action in any court in this State until the foreign enterprise or its successor or assignee obtains a certificate of authority.   (c) The failure of a foreign enterprise to have a certificate of authority does not impair the validity of a contract or act of the foreign enterprise or prevent the foreign enterprise from defending an action or proceeding in this State.(d) A member of a foreign enterprise is not liable for the obligations of the foreign enterprise solely by reason of the foreign enterprise's having transacted business in this State without a certificate of authority.(e) If a foreign enterprise transacts business in this State without a certificate of authority or cancels its certificate, it appoints the Secretary of State as its agent for service of process for an action arising out of the transaction of business in this State.(f) A foreign enterprise that transacts business in this State without a certificate of authority is liable to the State for:  (1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a certificate of authority; (2) an amount equal to the fees due under this title during the period it transacted business in this State without a certificate of authority; and (3) other penalties imposed by law. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2015, No. 128 (Adj. Sess.), § C.13.)
11 V.S.A. § 1408
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 14 - Foreign Enterprises|§ 1408. Action by Attorney General

§ 1408. Action by Attorney General|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. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2015, No. 128 (Adj. Sess.), § C.14.)
11 V.S.A. § 1501
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 15 - Disposition of Assets|§ 1501. Disposition of assets not requiring member approval

§ 1501. Disposition of assets not requiring member approval|Unless the articles of organization otherwise provide, member approval under section 1502 of this title is not required for a mutual benefit enterprise to:  (1) sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the enterprise in the usual and regular course of business; or (2) mortgage, pledge, dedicate to the repayment of indebtedness, or encumber in any way all or any part of the assets of the enterprise whether or not in the usual and regular course of business. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1502
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 15 - Disposition of Assets|§ 1502. Member approval of other disposition of assets

§ 1502. Member approval of other disposition of assets|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. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1503
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 15 - Disposition of Assets|§ 1503. Notice and action on disposition of assets

§ 1503. Notice and action on disposition of assets|For a mutual benefit enterprise to dispose of assets under section 1502 of this title:  (1) a majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition; and (2) the board of directors shall call a members' meeting to consider the proposed disposition, hold the meeting not later than 90 days after approval of the proposed disposition by the board, and mail or otherwise transmit or deliver in a record to each member:  (A) the terms of the proposed disposition; (B) a recommendation that the members approve the disposition, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination; (C) a statement of any condition of the board's submission of the proposed disposition to the members; and (D) notice of the meeting at which the proposed disposition will be considered, which shall be given in the same manner as notice of a special meeting of members. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1504
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 15 - Disposition of Assets|§ 1504. Disposition of assets

§ 1504. Disposition of assets|(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. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1601
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 16 - Conversion and Merger|§ 1601. Definitions

§ 1601. Definitions|In this article:  (1) "Constituent entity" means an entity that is a party to a merger. (2) "Constituent mutual benefit enterprise" means a mutual benefit enterprise that is a party to a merger. (3) "Converted entity" means the organization into which a converting entity converts pursuant to sections 1602 through 1605 of this title. (4) "Converting entity" means an entity that converts into another entity pursuant to sections 1602 through 1605 of this title. (5) "Converting mutual benefit enterprise" means a converting entity that is a mutual benefit enterprise. (6) "Organizational documents" means articles of incorporation, bylaws, articles of organization, operating agreements, partnership agreements, or other documents serving a similar function in the creation and governance of an entity. (7) "Personal liability" means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:  (A) by the entity's organic law solely because of the person co-owning or having an interest in the entity; or (B) by the entity's organizational documents under a provision of the entity's organic law authorizing those documents to make one or more specified persons liable for all or specified parts of the entity's debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity.  (8) "Surviving entity" means an entity into which one or more other entities are merged, whether the entity existed before the merger or is created by the merger. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1602
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 16 - Conversion and Merger|§ 1602. Conversion

§ 1602. Conversion|(a) An entity that is not a mutual benefit enterprise may convert to a mutual benefit enterprise and a mutual benefit enterprise may convert to an entity that is not a mutual benefit enterprise pursuant to this section, sections 1603 through 1605 of this title, and a plan of conversion, if:  (1) the other entity's organic law authorizes the conversion; (2) the conversion is not prohibited by the law of the jurisdiction that enacted the other entity's organic law; and (3) the other entity complies with its organic law in effecting the conversion.   (b) A plan of conversion shall be in a record and shall include:  (1) the name and form of the entity before conversion; (2) the name and form of the entity after conversion; (3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration; and (4) the organizational documents of the proposed converted entity. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1604
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 16 - Conversion and Merger|§ 1604. Filings required for conversion; effective date

§ 1604. Filings required for conversion; effective date|(a) After a plan of conversion is approved:  (1) a converting mutual benefit enterprise shall deliver to the Secretary of State for filing articles of conversion, which shall include:  (A) a statement that the mutual benefit enterprise has been converted into another entity; (B) the name and form of the converted entity and the jurisdiction of its governing statute; (C) the date the conversion is effective under the governing statute of the converted entity; (D) a statement that the conversion was approved as required by this title; (E) a statement that the conversion was approved as required by the governing statute of the converted entity; and (F) if the converted entity is an entity organized in a jurisdiction other than this State and is not authorized to transact business in this State, the street address and, if different, mailing address of an office which the Secretary of State may use for purposes of section 120 of this title; and  (2) if the converting entity is not a converting mutual benefit enterprise, the converting entity shall deliver to the Secretary of State for filing articles of organization, which shall include, in addition to the information required by section 302 of this title:  (A) a statement that the enterprise was converted from another entity; (B) the name and form of the converting entity and the jurisdiction of its governing statute; and (C) a statement that the conversion was approved in a manner that complied with the converting entity's governing statute.    (b) A conversion becomes effective:  (1) if the converted entity is a mutual benefit enterprise, when the articles of conversion take effect pursuant to subsection 203(c) of this title; or (2) if the converted entity is not a mutual benefit enterprise, as provided by the governing statute of the converted entity. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1605
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 16 - Conversion and Merger|§ 1605. Effect of conversion

§ 1605. Effect of conversion|(a) An entity that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other law as it applies to the converted entity.(b) When a conversion takes effect under this article:  (1) all property owned by the converting entity remains vested in the converted entity; (2) all debts, liabilities, and other obligations of the converting entity continue as obligations of the converted entity; (3) an action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred; (4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity; (5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) except as otherwise provided in the plan of conversion, the conversion does not dissolve a converting mutual benefit enterprise for purposes of article 12 of this title.   (c) A converted 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 converting mutual benefit enterprise if, before the conversion, the converting mutual benefit enterprise was subject to suit in this State on the obligation. A converted 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 under subsections 120(c) and (d) of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1606
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 16 - Conversion and Merger|§ 1606. Merger

§ 1606. Merger|(a) One or more mutual benefit enterprises may merge with one or more other entities pursuant to this article and a plan of merger if:  (1) the governing statute of each of the other entities authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of the other entities complies with its governing statute in effecting the merger.   (b) A plan of merger shall be in a record and shall include:  (1) the name and form of each constituent entity; (2) the name and form of the surviving entity and, if the surviving entity is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent entity into any combination of money, interests in the surviving entity, and other consideration; (4) if the surviving entity is to be created by the merger, the surviving entity's organizational documents; (5) if the surviving entity is not to be created by the merger, any amendments to be made by the merger to the surviving entity's organizational documents; and (6) if a member of a constituent mutual benefit enterprise will have personal liability with respect to a surviving entity, the identity of the member by descriptive class or other reasonable manner. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1607
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 16 - Conversion and Merger|§ 1607. Notice and action on plan of merger by constituent mutual benefit enterprise

§ 1607. Notice and action on plan of merger by constituent mutual benefit enterprise|(a) For a mutual benefit enterprise to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the enterprise's organic rules.(b) The board of directors shall call a members' meeting to consider a plan of merger approved by the board, hold the meeting not later than 90 days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:  (1) the plan of merger, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member; (2) a recommendation that the members approve the plan of merger, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination; (3) a statement of any condition of the board's submission of the plan of merger to the members; and (4) notice of the meeting at which the plan of merger will be considered, which shall be given in the same manner as notice of a special meeting of members. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1608
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 16 - Conversion and Merger|§ 1608. Approval or abandonment of merger by members

§ 1608. Approval or abandonment of merger by members|(a) Subject to subsections (b) and (c) of this section, a plan of merger shall be approved by:  (1) at least two-thirds of the voting power of members present at a members' meeting called under subsection 1607(b) 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 provide that the percentage of votes under subdivision (a)(1) of this section is:  (1) a different percentage that is not less than a majority of members voting at the meeting; (2) measured against the voting power of all members; or (3) a combination of subdivisions (1) and (2) of this subsection.   (c) The vote required to approve a plan of merger may not be less than the vote required for the members of the mutual benefit enterprise to amend the articles of organization.(d) Consent in a record to a plan of merger by a member shall be delivered to the mutual benefit enterprise before delivery of articles of merger for filing pursuant to section 1609 of this title if as a result of the merger, the member will have:  (1) personal liability for an obligation of the enterprise; or (2) an obligation or liability for an additional contribution.   (e) Subject to subsection (d) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a mutual benefit enterprise that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:  (1) as provided in the plan; and (2) except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.   (f) The voting requirements for districts, classes, or voting groups under section 404 of this title apply to approval of a merger under this article. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)