reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.06. Corporate name of foreign corporation

§ 15.06. Corporate name of foreign corporation
(a) If the corporate name of a foreign corporation does not satisfy the requirements of section 4.01 of this title, the foreign corporation to obtain or maintain a certificate of authority to transact business in this State:
(1) may add the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” to its corporate name for use in this State; or
(2) may use an available trade name to transact business in this State if its corporate name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the trade name.
(b) Except as authorized by subsections (c) and (d) of this section, the corporate name (including a trade name) of a foreign corporation must be distinguishable upon the records of the Secretary of State from reserved or registered trade names or corporate names.
(c) A foreign corporation may apply to the Secretary of State for authorization to use in this State the name of another corporation incorporated or authorized to transact business in this State that is not distinguishable upon the records from the name applied for by submitting to the Secretary of State a satisfactory written form indicating the other corporation’s consent and change of name.
(d) A foreign corporation may use in this State the name (including the trade 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 foreign 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.
(e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of section 4.01 of this title, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of section 4.01 and obtains an amended certificate of authority under section 15.04 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.07. Registered office and registered agent of foreign corporation

§ 15.07. Registered office and registered agent of foreign corporation
Each foreign corporation authorized to transact business in this State must continuously maintain in this State:
(1) a registered office with the same address as that of its registered agent; and
(2) a registered agent, who may be:
(A) an individual who resides in this State and whose office is identical with the registered office;
(B) a domestic business or nonprofit corporation whose office is identical with the registered office; or
(C) a foreign business or nonprofit corporation authorized to trans- act business in this State whose office is identical with the registered office. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.08. Change of registered office or registered agent of foreign corporation

§ 15.08. Change of registered office or registered agent of foreign corporation
(a) A foreign corporation authorized to transact business in this State 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) its name;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street address of its new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of its 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 a registered agent changes the street address of its business office, the agent may change the address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement of change 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.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.09. Resignation of registered agent of foreign corporation

§ 15.09. Resignation of registered agent of foreign corporation
(a) The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
(b) After filing the statement, the Secretary of State shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address shown in its most recent biennial report.
(c) The agency is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement was filed. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.10. Service on foreign corporation

§ 15.10. Service on foreign corporation
(a) The registered agent of a foreign corporation authorized to transact business in this State is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
(b) A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent biennial report filed under section 16.22 of this title if the foreign corporation:
(1) has no registered agent or its registered agent cannot with reasonable diligence be served;
(2) has withdrawn from transacting business in this State under section 15.20 of this title; or
(3) has had its certificate of authority revoked under section 15.31 of this title.
(c) Service is perfected under subsection (b) of this section at the earliest of:
(1) the date the foreign corporation receives the mail;
(2) the date shown on the return receipt, if signed on behalf of the foreign corporation; or
(3) five days after its deposit in the U.S. mail, as evidenced by the postmark if mailed postpaid and correctly addressed.
(d) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.20. Withdrawal of foreign corporation

§ 15.20. Withdrawal of foreign corporation
(a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State.
(b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
(1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State;
(3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this State;
(4) a mailing address to which the Secretary of State may mail a copy of any process served on him or her under subdivision (3) of this subsection; and
(5) a commitment to notify the Secretary of State in the future of any change in the mailing address.
(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the post office address set forth in its application for withdrawal, or otherwise perfect service under section 15.10 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.32. Appeal from revocation

§ 15.32. Appeal from revocation
(a) A foreign corporation may appeal the Secretary of State’s revocation of its certificate of authority to the Superior Court within 30 days after service of the certificate of revocation is perfected under section 15.10 of this title. The foreign corporation appeals by petitioning the Court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State’s certificate of revocation.
(b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.
(c) The court’s final decision may be appealed as in other civil proceedings. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 16 - Records and Reports › § 16.01. Corporate records

§ 16.01. Corporate records
(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by subsection 8.25(d) of this title.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.
(d) A corporation shall maintain its records in written form or in another form, including electronic form, capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office (or, if none in this State, then the registered office):
(1) its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) its bylaws or restated bylaws and all amendments to them currently in effect;
(3) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
(4) the minutes of all meetings of members and records of all actions approved by the members for the past three years;
(5) all written or electronic communications to members generally within the past three years, including the financial statements furnished for the past three years under section 16.20 of this title;
(6) a list of the names and business or home addresses of its current directors and officers; and
(7) its most recent biennial report delivered to the Secretary of State under section 16.22 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 37, eff. April 15, 2010.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 16 - Records and Reports › § 16.02. Inspection of records by members

§ 16.02. Inspection of records by members
(a) Subject to subsection 16.03(c) of this title, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in subsection 16.01(e) of this title if the member gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy.
(b) A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:
(1) excerpts from any records required to be maintained under subsection 16.01(a) of this title, to the extent not subject to inspection under subsection 16.02(a) of this title;
(2) accounting records of the corporation; and
(3) subject to section 16.05 of this title, the membership list.
(c) A member may inspect and copy the records identified in subsection (b) of this section only if:
(1) the member’s demand is made in good faith and for a proper purpose;
(2) the member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(3) the records are directly connected with this purpose.
(d) This section does not affect:
(1) the right of a member to inspect records under section 7.20 of this title or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(2) the power of a court, independently of this title, to compel the production of corporate records for examination. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 16 - Records and Reports › § 16.03. Scope of inspection right

§ 16.03. Scope of inspection right
(a) A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
(b) The right to copy records under section 16.02 of this title includes, if reasonable, the right to receive copies on computer diskette, or made by photographic, xerographic, or other means.
(c) The corporation may impose a reasonable charge for labor and materials necessary to provide copies of any document for a member. The charge may not exceed the estimated cost of such copies.
(d) The corporation may comply with a member’s demand to inspect the record of members under subdivision 16.02(b)(3) of this title by providing the member with a list of its members that was compiled no earlier than the date of the member’s demand. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 16 - Records and Reports › § 16.04. Court-ordered inspection

§ 16.04. Court-ordered inspection
(a) If a corporation does not allow a member who complies with subsection 16.02(a) of this title to inspect and copy any records required by that subsection to be available for inspection, the Superior Court in the county where the corporation’s principal office (or, if none in this State, then the registered office) is located may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections 16.02(b) and (c) of this title may apply to the Superior Court in the county where the corporation’s principal office (or, if none in this State, the registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member’s costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 16 - Records and Reports › § 16.05. Limitations on use of membership list

§ 16.05. Limitations on use of membership list
(a) Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:
(1) used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2) used for any commercial purpose; or
(3) sold to or purchased by any person.
(b) A corporation may use its membership list for solicitation of money or property for its own purposes. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 16 - Records and Reports › § 16.20. Financial statements for members

§ 16.20. Financial statements for members
(a) A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for the year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If annual financial statements are reported upon by a public accountant, the accountant’s report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation’s financial accounting records:
(1) stating the president’s or other person’s reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 16 - Records and Reports › § 16.21. Report of indemnification to members

§ 16.21. Report of indemnification to members
If a corporation indemnifies or advances expenses to a director under section 8.51, 8.52, 8.53, or 8.54 of this title in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 16 - Records and Reports › § 16.22. Biennial report for Secretary of State

§ 16.22. Biennial report for Secretary of State
(a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, shall deliver to the Secretary of State a biennial report on a form prescribed and furnished by the Secretary of State that sets forth:
(1) the name of the corporation and the state or country under whose law it is incorporated;
(2) the address of its registered office and the name of its registered agent at the office in this State;
(3) the address of its principal office;
(4) the names and business or residence addresses of its directors and principal officers; and
(5) a brief description of the nature of its activities.
(b) The information in the biennial report must be current on the date the biennial report is executed on behalf of the corporation.
(c) The first biennial report must be delivered to the Secretary of State between January 1 and April 1 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent biennial reports must be delivered to the Secretary of State between January 1 and April 1 following each succeeding two calendar years.
(d) If a biennial report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 17 - Applicability › § 17.01. Application to existing domestic corporations

§ 17.01. Application to existing domestic corporations
The provisions of this title shall apply to all existing corporations organized under any general or special act of this State providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 1997, No. 10, § 1.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 17 - Applicability › § 17.02. Application to qualified foreign corporations

§ 17.02. Application to qualified foreign corporations
A foreign corporation authorized to transact business in this State on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 17 - Applicability › § 17.03. Savings provisions

§ 17.03. Savings provisions
(a) Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect:
(1) the operation of the statute or any action taken under it before its repeal;
(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation before its repeal;
(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or
(5) any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.
(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 17 - Applicability › § 17.04. Severability

§ 17.04. Severability
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provision or applications of the chapter that can be given effect without the invalid provision or application, and to this end the provisions of the chapter are severable. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 17 - Applicability › § 17.05. Public benefit and mutual benefit corporations

§ 17.05. Public benefit and mutual benefit corporations
Each domestic corporation existing on the effective date of this chapter that is or becomes subject to this chapter shall be classified as a public benefit or a mutual benefit corporation as follows:
(1) any corporation classified by statute as a public benefit corporation or a mutual benefit corporation is the type of corporation so classified by statute;
(2) any corporation which does not come within subdivision (1) of this section but which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation;
(3) any corporation which does not come within subdivision (1) or (2) of this section, but which is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state, or a person which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and
(4) any corporation which does not come within subdivision (1), (2), or (3) of this section is a mutual benefit corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 103. Mutual benefit enterprise subject to amendment or repeal

§ 103. Mutual benefit enterprise subject to amendment or repeal
A mutual benefit enterprise governed by this title is subject to any amendment or repeal. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 104. Nature of mutual benefit enterprise

§ 104. Nature of mutual benefit enterprise
(a) A mutual benefit enterprise organized under this title is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining:
(1) ownership, financing, and receipt of benefits by the members for whose interests the enterprise is formed; and
(2) separate investments in the enterprise by members who may receive returns on their investments and a share of control.
(b) The fact that a mutual benefit enterprise does not have one or more of the characteristics described in subsection (a) of this section does not alone prevent the enterprise from being formed under and governed by this title nor does it alone provide a basis for an action against the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 105. Purpose and duration of mutual benefit enterprise

§ 105. Purpose and duration of mutual benefit enterprise
(a) A mutual benefit enterprise is an entity distinct from its members.
(b) A mutual benefit enterprise may be organized for any lawful purpose, whether or not for profit.
(c) Unless the articles of organization state a term for a mutual benefit enterprise’s existence, the enterprise has perpetual duration. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 106. Powers

§ 106. Powers
A mutual benefit enterprise may sue and be sued in its own name and do all things necessary or convenient to carry on its activities. An enterprise may maintain an action against a member for harm caused to the enterprise by the member’s violation of a duty to the enterprise or of the organic laws or organic rules. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 107. Governing law

§ 107. Governing law
The law of this State governs:
(1) the internal affairs of a mutual benefit enterprise; and
(2) the liability of a member as member and a director as director for the debts, obligations, or other liabilities of a mutual benefit enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 108. Supplemental principles of law

§ 108. Supplemental principles of law
Unless displaced by particular provisions, the principles of law and equity supplement this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 109. Requirements of other laws

§ 109. Requirements of other laws
(a) This title does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a mutual benefit enterprise, a foreign enterprise, or a member of either.
(b) A mutual benefit enterprise may not conduct an activity that, under law of this State other than this title, may be conducted only by an entity that meets specific requirements for the internal affairs of that entity unless the organic rules of the enterprise conform to those requirements.
(c) If an activity of a mutual benefit enterprise is within the scope of the Uniform Common Interest Ownership Act, the requirements of the Uniform Common Interest Ownership Act apply, even if there is a conflicting provision in this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 110. Relation to restraint of trade and antitrust laws

§ 110. Relation to restraint of trade and antitrust laws
To the extent that a mutual benefit enterprise or activities conducted by the enterprise in this State meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provision of the restraint of trade or antitrust laws of this State, the enterprise and its activities are entitled to the exemption or immunity. This section does not create any new exemption or immunity for an enterprise or affect any exemption or immunity provided to a cooperative organized under any other law. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 111. Name

§ 111. Name
(a) The name of a mutual benefit enterprise shall contain the words “mutual benefit enterprise” or the abbreviation “M.B.E.” or “MBE.” “Mutual” may be abbreviated as “Mut.” “Benefit” may be abbreviated as “Ben.” “Enterprise” may be abbreviated as “Ent.”
(b) Unless otherwise provided in this title, a mutual benefit enterprise may apply to the Secretary of State for authorization to use a name under the procedures and subject to the rules for associations of individuals set forth in 11 V.S.A. chapter 15. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 112. Reservation of name

§ 112. Reservation of name
(a) A person may reserve the exclusive use of the name of a mutual benefit enterprise, including a fictitious name for a foreign enterprise whose name is not available under section 111 of this title, by delivering an application to the Secretary of State for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the name applied for is available under section 111 of this title, the Secretary of State shall reserve the name for the applicant’s exclusive use for a nonrenewable period of 120 days.
(b) A person who has reserved a name for a mutual benefit enterprise may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer which states the name, street address, and, if different, the mailing address of the transferee. If the person is an organizer of the enterprise and the name of the enterprise is the same as the reserved name, the delivery of articles of organization for filing by the Secretary of State is a transfer by the person to the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 114. Required information

§ 114. Required information
(a) Subject to subsection (b) of this section, a mutual benefit enterprise shall maintain in a record available at its principal office:
(1) a list containing the name, last known street address and, if different, mailing address, and term of office of each director and officer;
(2) the initial articles of organization and all amendments to and restatements of the articles, together with a signed copy of any power of attorney under which any article, amendment, or restatement has been signed;
(3) the initial bylaws and all amendments to and restatements of the bylaws;
(4) all filed articles of merger and statements of conversion;
(5) all financial statements of the enterprise for the six most recent years;
(6) the six most recent annual reports delivered by the enterprise to the Secretary of State;
(7) the minutes of members’ meetings for the six most recent years;
(8) evidence of all actions taken by members without a meeting for the six most recent years;
(9) a list containing:
(A) the name, in alphabetical order, and last known street address and, if different, mailing address of each patron member and each investor member; and
(B) if the enterprise has districts or classes of members, information from which each current member in a district or class may be identified;
(10) the federal income tax returns, any State and local income tax returns, and any tax reports of the enterprise for the six most recent years;
(11) accounting records maintained by the enterprise in the ordinary course of its operations for the six most recent years;
(12) the minutes of directors’ meetings for the six most recent years;
(13) evidence of all actions taken by directors without a meeting for the six most recent years;
(14) the amount of money contributed and agreed to be contributed by each member;
(15) a description and statement of the agreed value of contributions other than money made and agreed to be made by each member;
(16) the times at which or events on the happening of which any additional contribution is to be made by each member;
(17) for each member, a description and statement of the member’s interest or information from which the description and statement can be derived; and
(18) all communications concerning the enterprise made in a record to all members or to all members in a district or class for the six most recent years.
(b) If a mutual benefit enterprise has existed for less than the period for which records shall be maintained under subsection (a) of this section, the period for which records shall be kept is the period of the enterprise’s existence.
(c) The organic rules may require that more information be maintained. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 115. Business transactions of member with mutual benefit enterprise

§ 115. Business transactions of member with mutual benefit enterprise
Subject to sections 818 and 819-819c of this title, and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a mutual benefit enterprise in the same manner as a person who is not a member. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 116. Dual capacity

§ 116. Dual capacity
A person may have a patron member’s interest and an investor member’s interest in a mutual benefit enterprise. When such person acts as a patron member, the person is subject to this title and the organic rules governing patron members. When such person acts as an investor member, the person is subject to this title and the organic rules governing investor members. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 117. Designated office and agent for service of process

§ 117. Designated office and agent for service of process
(a) A mutual benefit enterprise or a foreign enterprise that has a certificate of authority under section 1404 of this title shall designate and continuously maintain in this State:
(1) an office, as its designated office, which need not be a place of the enterprise’s or foreign enterprise’s activity in this State; and
(2) an agent for service of process at the designated office.
(b) An agent for service of process of a mutual benefit enterprise or foreign enterprise shall be an individual who is a resident of this State or an entity that is authorized to do business in this State. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 118. Change of designated office or agent for service of process

§ 118. Change of designated office or agent for service of process
(a) Except as otherwise provided in subsection 207(e) of this title, to change its designated office, its agent for service of process, or the street address or, if different, mailing address of its principal office, a mutual benefit enterprise shall deliver to the Secretary of State for filing a statement of change containing:
(1) the name of the mutual benefit enterprise;
(2) the street address and, if different, mailing address of its designated office;
(3) if the designated office is to be changed, the street address and, if different, mailing address of the new designated office;
(4) the name of its agent for service of process; and
(5) if the agent for service of process is to be changed, the name of the new agent.
(b) Except as otherwise provided in subsection 207(e) of this title, to change its agent for service of process, the address of its designated office, or the street address or, if different, mailing address of its principal office, a foreign enterprise shall deliver to the Secretary of State for filing a statement of change containing:
(1) the name of the foreign enterprise;
(2) the name, street address, and, if different, mailing address of its designated office;
(3) if the current agent for service of process or an address of the designated office is to be changed, the new information;
(4) the street address and, if different, the mailing address of its principal office; and
(5) if the street address or, if different, the mailing address of its principal office is to be changed, the street address and, if different, the mailing address of the new principal office.
(c) Except as otherwise provided in section 204 of this title, a statement of change is effective when filed by the Secretary of State. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 119. Resignation of agent for service of process

§ 119. Resignation of agent for service of process
(a) To resign as an agent for service of process of a mutual benefit enterprise or foreign enterprise, the agent shall deliver to the Secretary of State for filing a statement of resignation containing the name of the agent and the name of the enterprise or foreign enterprise.
(b) After receiving a statement of resignation under subsection (a) of this section, the Secretary of State shall file it and mail or otherwise provide or deliver a copy to the mutual benefit enterprise or foreign enterprise at its principal office.
(c) An agency for service of process of a mutual benefit enterprise or foreign enterprise terminates on the earlier of:
(1) the 31st day after the Secretary of State files a statement of resignation under subsection (b) of this section; or
(2) when a record designating a new agent for service of process is delivered to the Secretary of State for filing on behalf of the enterprise or foreign enterprise and becomes effective. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 1 - General Provisions › § 120. Service of process

§ 120. Service of process
(a) An agent for service of process appointed by a mutual benefit enterprise or foreign enterprise is an agent of the enterprise or foreign enterprise for service of process, notice, or a demand required or permitted by law to be served upon the enterprise or foreign enterprise.
(b) If a mutual benefit enterprise or foreign enterprise does not appoint or maintain an agent for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the address of the designated office on file with the Secretary of State, the Secretary of State is an agent of the enterprise or foreign enterprise upon which process, notice, or a demand may be served.
(c) Service of process, notice, or a demand on the Secretary of State as agent of a mutual benefit enterprise or foreign enterprise may be made by delivering to the Secretary of State two copies of the process, notice, or demand. The Secretary of State shall forward one copy by registered or certified mail, return receipt requested, to the enterprise or foreign enterprise at its principal office.
(d) Service is effected under subsection (c) of this section on the earliest of:
(1) the date the mutual benefit enterprise or foreign enterprise receives the process, notice, or demand;
(2) the date shown on the return receipt, if signed on behalf of the enterprise or foreign enterprise; or
(3) five days after the process, notice, or demand is deposited by the Secretary of State for delivery by the U.S. Postal Service, if postage is prepaid to the address of the principal office on file with the Secretary of State.
(e) The Secretary of State shall keep a record of each process, notice, and demand served pursuant to this section and record the time of and the action taken regarding the service.
(f) This section does not affect the right to serve process, notice, or a demand in any other manner provided by law. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 2 - Filing and Annual Reports › § 201. Signing of records delivered for filing to Secretary of State

§ 201. Signing of records delivered for filing to Secretary of State
(a) A record delivered to the Secretary of State for filing pursuant to this title shall be signed as follows:
(1) The initial articles of organization shall be signed by at least one organizer.
(2) A statement of cancellation under subsection 302(d) of this title shall be signed by at least one organizer.
(3) Except as otherwise provided in subdivision (4) of this subsection, a record signed on behalf of an existing mutual benefit enterprise shall be signed by an officer.
(4) A record filed on behalf of a dissolved enterprise shall be signed by a person winding up activities under section 1206 of this title or a person appointed under section 1206 to wind up those activities.
(5) Any other record shall be signed by the person on whose behalf the record is delivered to the Secretary of State.
(b) Any record to be signed under this title may be signed by an authorized agent. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 2 - Filing and Annual Reports › § 202. Signing and filing of records pursuant to judicial order

§ 202. Signing and filing of records pursuant to judicial order
(a) If a person required by this title to sign or deliver a record to the Secretary of State for filing does not do so, the Superior Court of the county of the mutual benefit enterprise’s principal office or the foreign enterprise’s registered office, upon petition of an aggrieved person, may order:
(1) the person to sign the record and deliver it to the Secretary of State for filing; or
(2) delivery of the unsigned record to the Secretary of State for filing.
(b) An aggrieved person under subsection (a) of this section, other than the mutual benefit enterprise or foreign enterprise to which the record pertains, shall make the enterprise or foreign enterprise a party to the action brought to obtain the order.
(c) An unsigned record filed pursuant to this section is effective. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 2 - Filing and Annual Reports › § 203. Delivery to and filing of records by Secretary of State; effective time and date

§ 203. Delivery to and filing of records by Secretary of State; effective time and date
(a) A record authorized or required by this title to be delivered to the Secretary of State for filing shall be captioned to describe the record’s purpose, be in a medium and format permitted by the Secretary of State, and be delivered to the Secretary of State. If the filing fees have been paid and unless the Secretary of State determines that the record does not comply with the filing requirements, the Secretary of State shall file the record and send a copy of the filed record to the person on whose behalf the record was filed.
(b) The Secretary of State, upon request and payment of the required fee, shall furnish a certified copy of any record filed by the Secretary of State under this title to the person making the request.
(c) Except as otherwise provided in sections 118 and 204 of this title, a record delivered to the Secretary of State for filing under this title may specify an effective time and a delayed effective date that may include an effective time on that date. Except as otherwise provided in sections 118 and 204 of this title, a record filed by the Secretary of State under this title is effective:
(1) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State’s endorsement of the date and time on the record;
(2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;
(3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:
(A) the specified date; or
(B) the 90th day after the record is filed; or
(4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:
(A) the specified date; or
(B) the 90th day after the record is filed. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)