reglab/housing_qa huggingface dataset:
11 V.S.A. § 2.05
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 2 - Incorporation|§ 2.05. Organization of corporation

§ 2.05. Organization of corporation|(a) After incorporation:  (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:  (A) to elect directors and complete the organization of the corporation; or (B) to elect a board of directors who shall complete the organization of the corporation.    (b) Action required or permitted by this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.(c) An organizational meeting may be held in or outside of this State in accordance with section 8.21 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 2.06
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 2 - Incorporation|§ 2.06. Bylaws

§ 2.06. Bylaws|(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that are not inconsistent with law or the articles of incorporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 3.01
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 3 - Purposes and Powers|§ 3.01. Purposes

§ 3.01. Purposes|(a) A corporation may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; fraternal; sororal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association.(b) A corporation engaging in an activity that is subject to regulation under another statute of this State may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 3.03
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 3 - Purposes and Powers|§ 3.03. Ultra vires

§ 3.03. Ultra vires|(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.(b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director, or by a member or members in a derivative proceeding.(c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the Attorney General. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 4.01
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 4 - Name|§ 4.01. Corporate name

§ 4.01. Corporate name|(a) A corporate name:  (1) shall contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language; (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 of this title and its articles of incorporation; (3) shall not have the word "cooperative" or any abbreviation thereof as part of its name; and (4) shall not include any word not otherwise authorized by law.   (b) Except as authorized by subsections (c) and (d) of this section, a corporate name shall be distinguishable in the records of the Secretary of State from any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State.(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable in the records from one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:  (1) the other corporation or business consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable in the records from the name of the applying corporation; or (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.   (d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the proposed user corporation:  (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2015, No. 17, § 11.)
11 V.S.A. § 4.02
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 4 - Name|§ 4.02. Reserved name

§ 4.02. Reserved name|(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a 120-day period. Such 120-day period may be renewed no more than twice.(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 4.03
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 4 - Name|§ 4.03. Registered name

§ 4.03. Registered name|(a) A foreign corporation may register its corporate name or its corporate name with any addition required by section 15.06 of this title, if the name is distinguishable upon the records of the Secretary of State from:  (1) the corporate name of a nonprofit or business corporation incorporated or authorized to do business in this State; and (2) a corporate name reserved under section 4.02 of this title or 11A V.S.A. § 4.02 or registered under this section.   (b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 15.06 of this title, by delivering to the Secretary of State an application:  (1) setting forth its corporate name, or its corporate name with any addition required by section 15.06 of this title, the state or country and date of its incorporation, and a brief description of the nature of the activities in which it is engaged; and (2) accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation.   (c) The name is registered for the applicant's exclusive use upon the effective date of the application.(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this title or by another foreign corporation thereafter authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 5.02
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 5 - Office and Agent|§ 5.02. Change of registered office or registered agent

§ 5.02. Change of registered office or registered agent|(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:  (1) the name of the corporation; (2) the street address of its current registered office; (3) if the current registered office is to be changed, the street address of the new registered office; (4) the name of its current registered agent; (5) if the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and (6) that after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.   (b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 5.03
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 5 - Office and Agent|§ 5.03. Resignation of registered agent

§ 5.03. Resignation of registered agent|(a) A registered agent may resign as registered agent by signing and delivering to the Secretary of State the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.(b) After filing the statement, the Secretary of State shall mail one copy to the registered office (if not discontinued) and the other copy to the corporation at its principal office as shown in the most recent biennial report filed pursuant to section 16.22 of this title.(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement is filed. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 5.04
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 5 - Office and Agent|§ 5.04. Service on corporation

§ 5.04. Service on corporation|(a) The corporation's registered agent shall be an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.(b) Whenever a corporation shall fail to appoint or maintain a registered agent in this State, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such corporation upon whom any such process, notice, or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her, or with any clerk having charge of the corporation department of his or her office, duplicate copies of such process, notice, or demand. In the event any such process, notice, or demand is served on the Secretary of State, he or she shall immediately cause one of the copies thereof to be forwarded by registered or certified mail, return receipt requested, addressed to the corporation at its registered office.(c) The Secretary of State shall keep a record of all processes, notices, and demands served upon the Secretary under this section, and shall record therein the time of such service and the Secretary's action with reference thereto.(d) Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law, or by rule. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.01
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.01. Admission

§ 6.01. Admission|(a) A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission.(b) No person shall be admitted as a member without his or her consent. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.02
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.02. Consideration

§ 6.02. Consideration|Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.03
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.03. No requirement of members

§ 6.03. No requirement of members|A corporation is not required to have members. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.20
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.20. Differences in rights and obligations of members

§ 6.20. Differences in rights and obligations of members|All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.21
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.21. Transfers

§ 6.21. Transfers|(a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom.(b) No member of a public benefit corporation may transfer a membership or any right arising therefrom.(c) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.22
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.22. Member's liability to third parties

§ 6.22. Member's liability to third parties|A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.23
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.23. Member's liability for dues, assessments, and fees

§ 6.23. Member's liability for dues, assessments, and fees|A member may become liable to the corporation for dues, assessments, or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.24
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.24. Creditor's action against member

§ 6.24. Creditor's action against member|(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.30
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.30. Resignation

§ 6.30. Resignation|(a) A member may resign at any time.(b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.31
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.31. Termination; expulsion and suspension

§ 6.31. Termination; expulsion and suspension|(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith.(b) A procedure is fair and reasonable when either:  (1) the articles or bylaws set forth a procedure that provides:  (A) not less than 15 days prior written notice of the expulsion, suspension or termination and the reasons therefor; and (B) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or  (2) it is fair and reasonable taking into consideration all of the relevant facts and circumstances.   (c) Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.(d) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination.(e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to expulsion or suspension. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.32
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.32. Purchase of memberships

§ 6.32. Purchase of memberships|(a) A public benefit corporation may not purchase any of its memberships or any right arising therefrom.(b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of chapter 13 of this title.(c) A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distributions to its members as permitted by this chapter, and no such payment, benefit, or distribution shall be deemed to be a dividend or distribution of income or profit. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.40
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.40. Derivative suits

§ 6.40. Derivative suits|(a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by:  (1) any member or members having five percent or more of the voting power or by 50 members, whichever is less; or (2) any director.   (b) In any such proceeding, each complainant shall be a member or director at the time of bringing the proceeding.(c) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.(d) On termination of the proceeding the court may require the complainants to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.(e) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise, or settlement of an action or claim, the court may award the complainants reasonable expenses (including counsel fees).(f) The complainants shall notify the Attorney General within ten days after commencing any proceeding under this section if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 6.50
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 6 - Members and Membership|§ 6.50. Delegates

§ 6.50. Delegates|(a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.(b) The articles or bylaws may set forth provisions relating to:  (1) the characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal; (2) calling, noticing, holding, and conducting meetings of delegates; and (3) carrying on corporate activities during and between meetings of delegates. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)