reglab/housing_qa huggingface dataset:
11 V.S.A. § 904
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 9 - Indemnification|§ 904. Advance for expenses

§ 904. Advance for expenses|(a) An enterprise may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:  (1) the director furnishes the enterprise a written affirmation of his or her good faith belief that the director has met the standard of conduct described in section 902 of this title; (2) the director furnishes the enterprise a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this article.   (b) The undertaking required by subdivision (a)(2) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 906 of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 905
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 9 - Indemnification|§ 905. Court-ordered indemnification

§ 905. Court-ordered indemnification|A director of the enterprise who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:  (1) the director is entitled to mandatory indemnification under section 903 of this title, in which case the court shall also order the enterprise to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 902 of this title or was adjudged liable as described in subsection 902(d), of this title but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred. (Added 2011, No. 84 (Adj. Sess.), § 1; eff. April 20, 2012.)
11 V.S.A. § 906
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 9 - Indemnification|§ 906. Determination and authorization of indemnification

§ 906. Determination and authorization of indemnification|(a) Except as provided in section 904 of this title, an enterprise may not indemnify a director under section 902 of this title prior to the final resolution of a proceeding, whether by judgment, order, settlement, conviction, plea, or otherwise and unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 902 of this title.(b) The determination required by subsection (a) of this section, in accordance with the terms of section 902 of this title, shall be made:  (1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) if a quorum cannot be obtained under subdivision (1) of this subsection, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (3) by written opinion of special legal counsel:  (A) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2) of this subsection; or (B) if a quorum of the board of directors cannot be obtained under subdivision (1) of this subsection and a committee cannot be designated under subdivision (2) of this subsection, selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or  (4) by the members, but voting power exercised by or under the control of directors who are at the time parties to the proceeding may not be voted on the determination.   (c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) of this section to select counsel. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 907
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 9 - Indemnification|§ 907. Indemnification of officers, employees, and agents

§ 907. Indemnification of officers, employees, and agents|Unless an enterprise's articles of organization limit indemnification of an officer, employee, or agent of the enterprise:  (1) an officer of the enterprise who is not a director is entitled to mandatory indemnification under section 903 of this title and is entitled to apply for court-ordered indemnification under section 905 of this title, in each case to the same extent as a director; (2) the enterprise may indemnify and advance expenses under this article to an officer, employee, or agent of the enterprise who is not a director to the same extent as a director. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 908
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 9 - Indemnification|§ 908. Insurance

§ 908. Insurance|An enterprise may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the enterprise or who, while a director, officer, employee, or agent of the enterprise, is or was serving at the request of the enterprise as a director, officer, partner, trustee, employee, or agent of another foreign or domestic enterprise, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the enterprise would have power to indemnify him or her against the same liability under section 902 or 903 of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 909
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 9 - Indemnification|§ 909. Application of article

§ 909. Application of article|(a) A provision treating an enterprise's indemnification of or advance for expenses to directors that is contained in its articles of organization, bylaws, a resolution of its members or board of directors, or in a contract or otherwise is valid only if and to the extent the provision is consistent with this article. If articles of organization limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.(b) This article does not limit an enterprise's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1001
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 10 - Contributions, Allocations, and Distributions|§ 1001. Members' contributions

§ 1001. Members' contributions|The organic rules shall establish the amount, manner, or method of determining any contribution requirements for members or shall authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1002
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 10 - Contributions, Allocations, and Distributions|§ 1002. Contribution and valuation

§ 1002. Contribution and valuation|(a) Unless the organic rules otherwise provide, the contributions of a member to a mutual benefit enterprise may consist of tangible or intangible property or other benefit to the enterprise, including money, labor, or other services performed or to be performed, promissory notes, other agreements to contribute money or property, and contracts to be performed.(b) The receipt and acceptance of contributions and the valuation of contributions shall be reflected in a mutual benefit enterprise's records.(c) Unless the organic rules otherwise provide, the board of directors shall determine the value of a member's contributions received or to be received, and the determination by the board of directors of valuation is conclusive for purposes of determining whether the member's contribution obligation has been met. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1003
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 10 - Contributions, Allocations, and Distributions|§ 1003. Contribution agreements

§ 1003. Contribution agreements|(a) Except as otherwise provided in the agreement, the following rules apply to an agreement made by a person before formation of a mutual benefit enterprise to make a contribution to the enterprise:  (1) The agreement is irrevocable for six months after the agreement is signed by the person unless all parties to the agreement consent to the revocation. (2) If a person does not make a required contribution:  (A) the person is obligated, at the option of the enterprise, once formed, to contribute money equal to the value of that part of the contribution that has not been made, and the obligation may be enforced as a debt to the enterprise; or (B) the enterprise, once formed, may rescind the agreement if the debt remains unpaid more than 20 days after the enterprise demands payment from the person and, upon rescission, the person has no further rights or obligations with respect to the enterprise.    (b) Unless the organic rules or an agreement to make a contribution to a mutual benefit enterprise otherwise provide, if a person does not make a required contribution to an enterprise, the person or the person's estate is obligated, at the option of the enterprise, to contribute money equal to the value of the part of the contribution which has not been made. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1004
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 10 - Contributions, Allocations, and Distributions|§ 1004. Allocations of profits and losses

§ 1004. Allocations of profits and losses|(a) The organic rules may provide for allocating profits of a mutual benefit enterprise among members, among persons that are not members but conduct business with the enterprise, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the enterprise shall be allocated in the same proportion as profits.(b) Unless the organic rules otherwise provide, all profits and losses of a mutual benefit enterprise shall be allocated to patron members.(c) If a mutual benefit enterprise has investor members, the organic rules may not reduce the allocation to patron members to less than 50 percent of profits. For purposes of this subsection, the following rules apply:  (1) amounts paid or due on contracts for the delivery to the enterprise by patron members of products, goods, or services are not considered amounts allocated to patron members; and (2) amounts paid, due, or allocated to investor members as a stated fixed return on equity are not considered amounts allocated to investor members.   (d) Unless prohibited by the organic rules, in determining the profits for allocation under subsections (a), (b), and (c) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:  (1) an unallocated capital reserve; and (2) reasonable unallocated reserves for specific purposes, including expansion and replacement of capital assets; education, training, cooperative development; creation and distribution of information concerning principles of cooperation; and community responsibility.   (e) Subject to subsections (b) and (f) of this section and the organic rules, the board of directors shall allocate the amount remaining after any deduction or setting aside of profits for unallocated reserves under subsection (d) of this section:  (1) to patron members in the ratio of each member's patronage to the total patronage of all patron members during the period for which allocations are to be made; and (2) to investor members, if any, in the ratio of each investor member's contributions to the total contributions of all investor members.   (f) For purposes of allocation of profits and losses or specific items of profits or losses of a mutual benefit enterprise to members, the organic rules may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members' contributions, or other equitable methods. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1005
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 10 - Contributions, Allocations, and Distributions|§ 1005. Distributions

§ 1005. Distributions|(a) Unless the organic rules otherwise provide and subject to section 1007 of this title, the board of directors may authorize, and the mutual benefit enterprise may make, distributions to members.(b) Unless the organic rules otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the mutual benefit enterprise's own or other securities. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1006
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 10 - Contributions, Allocations, and Distributions|§ 1006. Redemption or repurchase

§ 1006. Redemption or repurchase|Property distributed to a member by a mutual benefit enterprise, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase is treated as a distribution for purposes of section 1007 of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1007
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 10 - Contributions, Allocations, and Distributions|§ 1007. Limitations on distributions

§ 1007. Limitations on distributions|(a) A mutual benefit enterprise may not make a distribution if, after the distribution:  (1) the enterprise would not be able to pay its debts as they become due in the ordinary course of the enterprise's activities; or (2) the enterprise's assets would be less than the sum of its total liabilities.   (b) A mutual benefit enterprise may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.(c) Except as otherwise provided in subsection (d) of this section, the effect of a distribution allowed under subsection (b) of this section is measured:  (1) in the case of distribution by purchase, redemption, or other acquisition of financial rights in the mutual benefit enterprise, as of the date money or other property is transferred or debt is incurred by the enterprise; and (2) in all other cases, as of the date:  (A) the distribution is authorized, if the payment occurs not later than 120 days after that date; or (B) the payment is made, if payment occurs more than 120 days after the distribution is authorized.    (d) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.(e) For purposes of this section, "distribution" does not include reasonable amounts paid to a member in the ordinary course of business as payment or compensation for commodities, goods, past or present services, or reasonable payments made in the ordinary course of business under a bona fide retirement or other benefits program. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1008
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 10 - Contributions, Allocations, and Distributions|§ 1008. Liability for improper distributions; limitation of action

§ 1008. Liability for improper distributions; limitation of action|(a) A director who consents to a distribution that violates section 1007 of this title is personally liable to the mutual benefit enterprise for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the director failed to comply with sections 818-819c of this title.(b) A member or transferee of financial rights that received a distribution knowing that the distribution was made in violation of section 1007 of this title is personally liable to the mutual benefit enterprise to the extent the distribution exceeded the amount that should have been properly paid.(c) A director against whom an action is commenced under subsection (a) of this section may:  (1) implead in the action any other director who is liable under subsection (a) of this section and compel contribution from the person; and (2) implead in the action any person that is liable under subsection (b) of this section and compel contribution from the person in the amount the person received as described in subsection (b) of this section.   (d) An action under this section is barred if it is commenced later than two years after the distribution. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1102
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 11 - Dissociation|§ 1102. Effect of dissociation as member

§ 1102. Effect of dissociation as member|(a) Upon a member's dissociation:  (1) subject to section 1103 of this title, the person has no further rights as a member; and (2) subject to section 1103 of this title and article 16 of this title, any financial rights owned by the person in the person's capacity as a member immediately before dissociation are owned by the person as a transferee.   (b) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or liability to the mutual benefit enterprise that the person incurred under the organic rules, by contract, or by other means while a member. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1103
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 11 - Dissociation|§ 1103. Power of estate of member

§ 1103. Power of estate of member|Unless the organic rules provide for greater rights, if a member is dissociated because of death or is expelled by reason of being adjudged incompetent, the member's personal representative or other legal representative may exercise the rights of a transferee of the member's financial rights and, for purposes of settling the estate of a deceased member, may exercise the informational rights of a current member to obtain information under section 505 of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1201
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 12 - Dissolution|§ 1201. Dissolution and winding up

§ 1201. Dissolution and winding up|A mutual benefit enterprise is dissolved only as provided in this article and upon dissolution winds up in accordance with this article. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1202
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 12 - Dissolution|§ 1202. Nonjudicial dissolution

§ 1202. Nonjudicial dissolution|Except as otherwise provided in sections 1203 and 1211 of this title, a mutual benefit enterprise is dissolved and its activities shall be wound up:  (1) upon the occurrence of an event or at a time specified in the articles of organization; (2) upon the action of the enterprise's organizers, board of directors, or members under section 1204 or 1205 of this title; or (3) 90 days after the dissociation of a member, which results in the enterprise having one patron member and no other members, unless the enterprise:  (A) has a sole member that is a cooperative; or (B) not later than the end of the 90-day period, admits at least one member in accordance with the organic rules and has at least two members, at least one of which is a patron member. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1203
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 12 - Dissolution|§ 1203. Judicial dissolution

§ 1203. Judicial dissolution|The Superior Court may dissolve a mutual benefit enterprise or order any action that under the circumstances is appropriate and equitable:  (1) in a proceeding initiated by the Attorney General, if:  (A) the enterprise obtained its articles of organization through fraud; or (B) the enterprise has continued to exceed or abuse the authority conferred upon it by law; or  (2) in a proceeding initiated by a member, if:  (A) the directors are deadlocked in the management of the enterprise's affairs, the members are unable to break the deadlock, and irreparable injury to the enterprise is occurring or is threatened because of the deadlock; (B) the directors or those in control of the enterprise have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (C) the members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members' meetings were held or were to be held; or (D) the assets of the enterprise are being misapplied or wasted. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 1204
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 12 - Dissolution|§ 1204. Voluntary dissolution before commencement of activity

§ 1204. Voluntary dissolution before commencement of activity|A majority of the organizers or initial directors of a mutual benefit enterprise that has not yet begun business activity or the conduct of its affairs may dissolve the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)