reglab/statecodes huggingface dataset:
2023 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.)
2023 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.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 12 - Dissolution › § 1205. Voluntary dissolution by the board and members

§ 1205. Voluntary dissolution by the board and members
(a) Except as otherwise provided in section 1204 of this title, for a mutual benefit enterprise to voluntarily dissolve:
(1) a resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;
(2) the board of directors shall call a members’ meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and
(3) the board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with section 508 of this title:
(A) the resolution required by subdivision (1) of this subsection;
(B) a recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and
(C) notice of the members’ meeting, which shall be given in the same manner as notice of a special meeting of members.
(b) Subject to subsection (c) of this section, a resolution to dissolve shall be approved by:
(1) at least two-thirds of the voting power of members present at a members’ meeting called under subdivision (a)(2) of this section; and
(2) if the mutual benefit enterprise has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage.
(c) The organic rules may require that the percentage of votes under subdivision (b)(1) of this section is:
(1) a different percentage that is not less than a majority of members voting at the meeting;
(2) measured against the voting power of all members; or
(3) a combination of subdivisions (1) and (2) of this subsection. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 12 - Dissolution › § 1206. Winding up

§ 1206. Winding up
(a) A mutual benefit enterprise continues after dissolution only for purposes of winding up its activities.
(b) In winding up a mutual benefit enterprise’s activities, the board of directors shall cause the enterprise to:
(1) discharge its liabilities, settle and close its activities, and marshal and distribute its assets;
(2) preserve the enterprise or its property as a going concern for no more than a reasonable time;
(3) prosecute and defend actions and proceedings;
(4) transfer enterprise property; and
(5) perform other necessary acts.
(c) After dissolution and upon application of a mutual benefit enterprise, a member, or a holder of financial rights, the Superior Court may order judicial supervision of the winding up of the enterprise, including the appointment of a person to wind up the enterprise’s activities, if:
(1) after a reasonable time, the enterprise has not wound up its activities; or
(2) the applicant establishes other good cause.
(d) If a person is appointed pursuant to subsection (c) of this section to wind up the activities of a mutual benefit enterprise, the enterprise shall promptly deliver to the Secretary of State for filing an amendment to the articles of organization to reflect the appointment. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 12 - Dissolution › § 1207. Distribution of assets in winding up mutual benefit enterprise

§ 1207. Distribution of assets in winding up mutual benefit enterprise
(a) In winding up a mutual benefit enterprise’s business, the enterprise shall apply its assets to discharge its obligations to creditors, including members that are creditors. The enterprise shall apply any remaining assets to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.
(b) Unless the organic rules otherwise provide, in this subsection, “financial interests” means the amounts recorded in the names of members in the records of a mutual benefit enterprise at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members. Unless the organic rules otherwise provide, each member is entitled to a distribution from the enterprise of any remaining assets in the proportion of the member’s financial interests to the total financial interests of the members after all other obligations are satisfied. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 12 - Dissolution › § 1208. Known claims against dissolved mutual benefit enterprise

§ 1208. Known claims against dissolved mutual benefit enterprise
(a) Subject to subsection (d) of this section, a dissolved mutual benefit enterprise may dispose of the known claims against it by following the procedure in subsections (b) and (c) of this section.
(b) A dissolved mutual benefit enterprise shall notify its known claimants of the dissolution in a record. The notice shall:
(1) specify that a claim be in a record;
(2) specify the information required to be included in the claim;
(3) provide an address to which the claim shall be sent;
(4) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; and
(5) state that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved mutual benefit enterprise is barred if the requirements of subsection (b) of this section are met, and:
(1) the enterprise is not notified of the claimant’s claim, in a record, by the deadline specified in the notice under subdivision (b)(4) of this section;
(2) in the case of a claim that is timely received but rejected by the enterprise, the claimant does not commence an action to enforce the claim against the enterprise within 90 days after receipt of the notice of the rejection; or
(3) if a claim is timely received but is neither accepted nor rejected by the enterprise within 120 days after the deadline for receipt of claims, the claimant does not commence an action to enforce the claim against the enterprise:
(A) after the 120-day period; and
(B) within 90 days after the 120-day period.
(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that is contingent on that date. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 12 - Dissolution › § 1209. Other claims against dissolved mutual benefit enterprise

§ 1209. Other claims against dissolved mutual benefit enterprise
(a) A dissolved mutual benefit enterprise may publish notice of its dissolution and request persons having claims against the enterprise to present them in accordance with the notice.
(b) A notice under subsection (a) of this section shall:
(1) be published at least once in a newspaper of general circulation in the county in which the dissolved mutual benefit enterprise’s principal office is located or, if the enterprise does not have a principal office in this State, in the county in which the enterprise’s designated office is or was last located;
(2) describe the information required to be contained in a claim and provide an address to which the claim is to be sent; and
(3) state that a claim against the enterprise is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice.
(c) If a dissolved mutual benefit enterprise publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim not later than three years after the first publication date of the notice:
(1) a claimant that is entitled to but did not receive notice in a record under section 1208 of this title; and
(2) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) Against a dissolved mutual benefit enterprise, to the extent of its undistributed assets.
(2) If the enterprise’s assets have been distributed in connection with winding up the enterprise’s activities against a member or holder of financial rights, to the extent of that person’s proportionate share of the claim or the enterprise’s assets distributed to the person in connection with the winding up, whichever is less. The person’s total liability for all claims under this subdivision shall not exceed the total amount of assets distributed to the person as part of the winding up of the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 12 - Dissolution › § 1210. Court proceeding

§ 1210. Court proceeding
(a) Upon application by a dissolved mutual benefit enterprise that has published a notice under section 1209 of this title, the Superior Court in the county where the enterprise’s principal office is located or, if the enterprise does not have a principal office in this State where its designated office in this State is located, may determine the amount and form of security to be provided for payment of claims against the enterprise that are contingent, have not been made known to the enterprise, or are based on an event occurring after the effective date of dissolution but that, based on the facts known to the enterprise, are reasonably anticipated to arise after the effective date of dissolution.
(b) Not later than 14 days after filing an application under subsection (a) of this section, a dissolved mutual benefit enterprise shall give notice of the proceeding to each known claimant holding a contingent claim.
(c) The court may appoint a representative in a proceeding brought under this section to represent all claimants whose identities are unknown. The dissolved mutual benefit enterprise shall pay reasonable fees and expenses of the representative, including all reasonable attorney’s and expert witness fees.
(d) Provision by the dissolved mutual benefit enterprise for security in the amount and the form ordered by the court satisfies the enterprise’s obligations with respect to claims that are contingent, have not been made known to the enterprise, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a member that received a distribution. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2017, No. 11, § 14.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 12 - Dissolution › § 1211. Administrative dissolution

§ 1211. Administrative dissolution
(a) The Secretary of State may dissolve a mutual benefit enterprise administratively if the enterprise does not:
(1) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this title; or
(2) deliver not later than 60 days after the due date its annual report to the Secretary of State.
(b) If the Secretary of State determines that a ground exists for dissolving a mutual benefit enterprise administratively, the Secretary of State shall file a record of the determination and serve the enterprise with a copy of the record.
(c) If, not later than 60 days after service of a copy of the Secretary of State’s determination under subsection (b) of this section, the enterprise does not correct each ground for dissolution or demonstrate to the satisfaction of the Secretary of State that each uncorrected ground determined by the Secretary of State does not exist, the Secretary of State shall dissolve the enterprise administratively by preparing and filing a declaration of dissolution that states the grounds for dissolution. The Secretary of State shall serve the enterprise with a copy of the declaration.
(d) A mutual benefit enterprise that has been dissolved administratively continues its existence only for purposes of winding up its activities.
(e) The administrative dissolution of a mutual benefit enterprise does not terminate the authority of its agent for service of process. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 12 - Dissolution › § 1212. Reinstatement following administrative dissolution

§ 1212. Reinstatement following administrative dissolution
(a) A mutual benefit enterprise that has been dissolved administratively may apply to the Secretary of State for reinstatement not later than two years after the effective date of dissolution. The application shall be delivered to the Secretary of State for filing and state:
(1) the name of the enterprise and the effective date of its administrative dissolution;
(2) that the grounds for dissolution either did not exist or have been eliminated; and
(3) that the enterprise’s name satisfies the requirements of section 111 of this title.
(b) If the Secretary of State determines that an application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall:
(1) prepare a declaration of reinstatement;
(2) file the original of the declaration; and
(3) serve a copy of the declaration on the enterprise.
(c) When reinstatement under this section becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the mutual benefit enterprise may resume or continue its activities as if the administrative dissolution had not occurred. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 12 - Dissolution › § 1213. Denial of reinstatement; appeal

§ 1213. Denial of reinstatement; appeal
(a) If the Secretary of State denies a mutual benefit enterprise’s application for reinstatement following administrative dissolution, the Secretary of State shall prepare and file a notice that explains the reason for denial and serve the enterprise with a copy of the notice.
(b) Not later than 30 days after service of a notice of denial of reinstatement by the Secretary of State, a mutual benefit enterprise may appeal the denial by petitioning the Superior Court to set aside the dissolution. The petition shall be served on the Secretary of State and contain a copy of the Secretary of State’s declaration of dissolution, the enterprise’s application for reinstatement, and the Secretary of State’s notice of denial.
(c) The court may summarily order the Secretary of State to reinstate the dissolved enterprise or may take other action the court considers appropriate. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 12 - Dissolution › § 1215. Statement of termination

§ 1215. Statement of termination
(a) A dissolved mutual benefit enterprise that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states:
(1) the name of the enterprise;
(2) the date of filing of its initial articles of organization; and
(3) that the enterprise is terminated.
(b) The filing of a statement of termination does not itself terminate the mutual benefit enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 13 - Action by Member › § 1301. Derivative action

§ 1301. Derivative action
A member may maintain a derivative action to enforce a right of a mutual benefit enterprise if:
(1) the member demands that the enterprise bring an action to enforce the right; and
(2) any of the following occur:
(A) the enterprise does not, within 90 days after the member makes the demand, agree to bring the action;
(B) the enterprise notifies the member that it has rejected the demand;
(C) irreparable harm to the enterprise would result by waiting 90 days after the member makes the demand; or
(D) the enterprise agrees to bring an action demanded and fails to bring the action within a reasonable time. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 13 - Action by Member › § 1302. Proper plaintiff

§ 1302. Proper plaintiff
(a) A derivative action to enforce a right of a mutual benefit enterprise may be maintained only by a person that:
(1) is a member or a dissociated member at the time the action is commenced and:
(A) was a member when the conduct giving rise to the action occurred; or
(B) whose status as a member devolved upon the person by operation of law or the organic rules from a person that was a member at the time of the conduct; and
(2) adequately represents the interests of the enterprise.
(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member who meets the requirements of subsection (a) of this section to be substituted as plaintiff. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 13 - Action by Member › § 1303. Pleading

§ 1303. Pleading
In a derivative action to enforce a right of a mutual benefit enterprise, the complaint shall state:
(1) the date and content of the plaintiff’s demand under subdivision 1301(1) of this title and the enterprise’s response;
(2) if 90 days have not expired since the demand, how irreparable harm to the enterprise would result by waiting for the expiration of 90 days; and
(3) if the enterprise agreed to bring an action demanded, that the action has not been brought within a reasonable time. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 13 - Action by Member › § 1304. Approval for discontinuance or settlement

§ 1304. Approval for discontinuance or settlement
A derivative action to enforce a right of a mutual benefit enterprise may not be discontinued or settled without the court’s approval. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 13 - Action by Member › § 1305. Proceeds and expenses

§ 1305. Proceeds and expenses
(a) Except as otherwise provided in subsection (b) of this section:
(1) any proceeds or other benefits of a derivative action to enforce a right of a mutual benefit enterprise, whether by judgment, compromise, or settlement, belong to the enterprise and not to the plaintiff; and
(2) if the plaintiff in the derivative action receives any proceeds, the plaintiff shall immediately remit them to the enterprise.
(b) If a derivative action to enforce a right of a mutual benefit enterprise is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees and costs, from the recovery of the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 14 - Foreign Enterprises › § 1401. Governing law

§ 1401. Governing law
(a) The law of the State or other jurisdiction under which a foreign enterprise is organized governs relations among the members of the foreign enterprise and between the members and the foreign enterprise.
(b) A foreign enterprise may not be denied a certificate of authority because of any difference between the law of the jurisdiction under which the foreign enterprise is organized and the law of this State.
(c) A certificate of authority does not authorize a foreign enterprise to engage in any activity or exercise any power that a mutual benefit enterprise may not engage in or exercise in this State. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 14 - Foreign Enterprises › § 1402. Application for certificate of authority

§ 1402. Application for certificate of authority
(a) A foreign enterprise may apply for a certificate of authority by delivering an application to the Secretary of State for filing. The application shall state:
(1) the name of the foreign enterprise and, if the name does not comply with section 111 of this title, an alternative name adopted pursuant to section 1405 of this title;
(2) the name of the state or other jurisdiction under whose law the foreign enterprise is organized;
(3) the street address and, if different, mailing address of the principal office and, if the law of the jurisdiction under which the foreign enterprise is organized requires the foreign enterprise to maintain another office in that jurisdiction, the street address and, if different, mailing address of the required office;
(4) the street address and, if different, mailing address of the foreign enterprise’s designated office in this State, and the name of the foreign enterprise’s agent for service of process at the designated office; and
(5) the name, street address and, if different, mailing address of each of the foreign enterprise’s current directors and officers.
(b) A foreign enterprise shall deliver with a completed application under subsection (a) of this section a certificate of good standing or existence or a similar record signed by the Secretary of State or other official having custody of the foreign enterprise’s publicly filed records in the state or other jurisdiction under whose law the foreign enterprise is organized.
(c) A foreign enterprise may not transact business in this State without a certificate of authority. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2015, No. 128 (Adj. Sess.), § C.12.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 14 - Foreign Enterprises › § 1403. Activities not constituting transacting business

§ 1403. Activities not constituting transacting business
(a) Activities of a foreign enterprise that do not constitute transacting business in this State under this article include:
(1) maintaining, defending, and settling an action or proceeding;
(2) holding meetings of the foreign enterprise’s members or directors or carrying on any other activity concerning the foreign enterprise’s internal affairs;
(3) maintaining accounts in financial institutions;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign enterprise’s own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or electronic means, through employees, agents, or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions; and
(10) transacting business in interstate commerce.
(b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this State.
(c) This section does not apply in determining the contacts or activities that may subject a foreign enterprise to service of process, taxation, or regulation under the laws of this State other than this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 14 - Foreign Enterprises › § 1404. Issuance of certificate of authority

§ 1404. Issuance of certificate of authority
Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this title, the Secretary of State, upon payment by the foreign enterprise of all filing fees, shall file the application, issue a certificate of authority, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign enterprise or its representative. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 14 - Foreign Enterprises › § 1405. Noncomplying name of foreign enterprise

§ 1405. Noncomplying name of foreign enterprise
(a) A foreign enterprise whose name does not comply with section 111 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternative name that complies with section 111. A foreign enterprise that adopts an alternative name under this subsection and then obtains a certificate of authority with that name need not also comply with 11 V.S.A. chapter 15. After obtaining a certificate of authority with an alternative name, a foreign enterprise’s business in this State shall be transacted under that name unless the foreign enterprise is authorized under 11 V.S.A. chapter 15 to transact business in this State under another name.
(b) If a foreign enterprise authorized to transact business in this State changes its name to one that does not comply with section 111 of this title, it may not thereafter transact business in this State until it complies with subsection (a) of this section and obtains an amended certificate of authority. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 14 - Foreign Enterprises › § 1406. Revocation of certificate of authority

§ 1406. Revocation of certificate of authority
(a) A certificate of authority may be revoked by the Secretary of State in the manner provided in subsection (b) of this section if the foreign enterprise does not:
(1) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this title;
(2) deliver, not later than 60 days after the due date, its annual report;
(3) appoint and maintain an agent for service of process; or
(4) deliver for filing a statement of change not later than 30 days after a change has occurred in the name of the agent or the address of the foreign enterprise’s designated office.
(b) To revoke a certificate of authority, the Secretary of State shall file a notice of revocation and send a copy to the foreign enterprise’s registered agent for service of process in this State or, if the foreign enterprise does not appoint and maintain an agent for service of process in this State, to the foreign enterprise’s principal office. The notice shall state:
(1) the revocation’s effective date, which shall be at least 60 days after the date the Secretary of State sends the copy; and
(2) the foreign enterprise’s noncompliance that is the reason for the revocation.
(c) The authority of a foreign enterprise to transact business in this State ceases on the effective date of the notice of revocation unless before that date the foreign enterprise cures each failure to comply stated in the notice. If the foreign enterprise cures the failures, the Secretary of State shall so indicate on the filed notice. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 14 - Foreign Enterprises › § 1407. Cancellation of certificate of authority; effect of failure to have certificate

§ 1407. Cancellation of certificate of authority; effect of failure to have certificate
(a) To cancel its certificate of authority, a foreign enterprise shall deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 203 of this title.
(b)(1) A foreign enterprise transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has a certificate of authority.
(2) The successor to a foreign enterprise that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense based on that cause of action in any court in this State until the foreign enterprise or its successor or assignee obtains a certificate of authority.
(c) The failure of a foreign enterprise to have a certificate of authority does not impair the validity of a contract or act of the foreign enterprise or prevent the foreign enterprise from defending an action or proceeding in this State.
(d) A member of a foreign enterprise is not liable for the obligations of the foreign enterprise solely by reason of the foreign enterprise’s having transacted business in this State without a certificate of authority.
(e) If a foreign enterprise transacts business in this State without a certificate of authority or cancels its certificate, it appoints the Secretary of State as its agent for service of process for an action arising out of the transaction of business in this State.
(f) A foreign enterprise that transacts business in this State without a certificate of authority is liable to the State for:
(1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a certificate of authority;
(2) an amount equal to the fees due under this title during the period it transacted business in this State without a certificate of authority; and
(3) other penalties imposed by law. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2015, No. 128 (Adj. Sess.), § C.13.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 14 - Foreign Enterprises › § 1408. Action by Attorney General

§ 1408. Action by Attorney General
The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in section 1407 of this title and to restrain a foreign enterprise from transacting business in this State in violation of this chapter. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2015, No. 128 (Adj. Sess.), § C.14.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 15 - Disposition of Assets › § 1501. Disposition of assets not requiring member approval

§ 1501. Disposition of assets not requiring member approval
Unless the articles of organization otherwise provide, member approval under section 1502 of this title is not required for a mutual benefit enterprise to:
(1) sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the enterprise in the usual and regular course of business; or
(2) mortgage, pledge, dedicate to the repayment of indebtedness, or encumber in any way all or any part of the assets of the enterprise whether or not in the usual and regular course of business. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 15 - Disposition of Assets › § 1502. Member approval of other disposition of assets

§ 1502. Member approval of other disposition of assets
A sale, lease, exchange, license, or other disposition of assets of a mutual benefit enterprise, other than a disposition described in section 1501 of this title, requires approval of the enterprise’s members under sections 1503 and 1504 of this title if the disposition leaves the enterprise without significant continuing business activity. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 15 - Disposition of Assets › § 1503. Notice and action on disposition of assets

§ 1503. Notice and action on disposition of assets
For a mutual benefit enterprise to dispose of assets under section 1502 of this title:
(1) a majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition; and
(2) the board of directors shall call a members’ meeting to consider the proposed disposition, hold the meeting not later than 90 days after approval of the proposed disposition by the board, and mail or otherwise transmit or deliver in a record to each member:
(A) the terms of the proposed disposition;
(B) a recommendation that the members approve the disposition, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;
(C) a statement of any condition of the board’s submission of the proposed disposition to the members; and
(D) notice of the meeting at which the proposed disposition will be considered, which shall be given in the same manner as notice of a special meeting of members. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 15 - Disposition of Assets › § 1504. Disposition of assets

§ 1504. Disposition of assets
(a) Subject to subsection (b) of this section, a disposition of assets under section 1502 of this title shall be approved by:
(1) at least two-thirds of the voting power of members present at a members’ meeting called under subdivision 1503(2) of this title; and
(2) if the mutual benefit enterprise has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(b) The organic rules may require that the percentage of votes under subdivision (a)(1) of this title is:
(1) a different percentage that is not less than a majority of members voting at the meeting;
(2) measured against the voting power of all members; or
(3) a combination of subdivisions (1) and (2) of this subsection.
(c) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a mutual benefit enterprise may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition:
(1) as provided in the contract or the resolution; and
(2) except as prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition.
(d) The voting requirements for districts, classes, or voting groups under section 404 of this title apply to approval of a disposition of assets under this article. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 16 - Conversion and Merger › § 1601. Definitions

§ 1601. Definitions
In this article:
(1) “Constituent entity” means an entity that is a party to a merger.
(2) “Constituent mutual benefit enterprise” means a mutual benefit enterprise that is a party to a merger.
(3) “Converted entity” means the organization into which a converting entity converts pursuant to sections 1602 through 1605 of this title.
(4) “Converting entity” means an entity that converts into another entity pursuant to sections 1602 through 1605 of this title.
(5) “Converting mutual benefit enterprise” means a converting entity that is a mutual benefit enterprise.
(6) “Organizational documents” means articles of incorporation, bylaws, articles of organization, operating agreements, partnership agreements, or other documents serving a similar function in the creation and governance of an entity.
(7) “Personal liability” means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:
(A) by the entity’s organic law solely because of the person co-owning or having an interest in the entity; or
(B) by the entity’s organizational documents under a provision of the entity’s organic law authorizing those documents to make one or more specified persons liable for all or specified parts of the entity’s debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity.
(8) “Surviving entity” means an entity into which one or more other entities are merged, whether the entity existed before the merger or is created by the merger. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 16 - Conversion and Merger › § 1602. Conversion

§ 1602. Conversion
(a) An entity that is not a mutual benefit enterprise may convert to a mutual benefit enterprise and a mutual benefit enterprise may convert to an entity that is not a mutual benefit enterprise pursuant to this section, sections 1603 through 1605 of this title, and a plan of conversion, if:
(1) the other entity’s organic law authorizes the conversion;
(2) the conversion is not prohibited by the law of the jurisdiction that enacted the other entity’s organic law; and
(3) the other entity complies with its organic law in effecting the conversion.
(b) A plan of conversion shall be in a record and shall include:
(1) the name and form of the entity before conversion;
(2) the name and form of the entity after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration; and
(4) the organizational documents of the proposed converted entity. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 16 - Conversion and Merger › § 1604. Filings required for conversion; effective date

§ 1604. Filings required for conversion; effective date
(a) After a plan of conversion is approved:
(1) a converting mutual benefit enterprise shall deliver to the Secretary of State for filing articles of conversion, which shall include:
(A) a statement that the mutual benefit enterprise has been converted into another entity;
(B) the name and form of the converted entity and the jurisdiction of its governing statute;
(C) the date the conversion is effective under the governing statute of the converted entity;
(D) a statement that the conversion was approved as required by this title;
(E) a statement that the conversion was approved as required by the governing statute of the converted entity; and
(F) if the converted entity is an entity organized in a jurisdiction other than this State and is not authorized to transact business in this State, the street address and, if different, mailing address of an office which the Secretary of State may use for purposes of section 120 of this title; and
(2) if the converting entity is not a converting mutual benefit enterprise, the converting entity shall deliver to the Secretary of State for filing articles of organization, which shall include, in addition to the information required by section 302 of this title:
(A) a statement that the enterprise was converted from another entity;
(B) the name and form of the converting entity and the jurisdiction of its governing statute; and
(C) a statement that the conversion was approved in a manner that complied with the converting entity’s governing statute.
(b) A conversion becomes effective:
(1) if the converted entity is a mutual benefit enterprise, when the articles of conversion take effect pursuant to subsection 203(c) of this title; or
(2) if the converted entity is not a mutual benefit enterprise, as provided by the governing statute of the converted entity. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 16 - Conversion and Merger › § 1605. Effect of conversion

§ 1605. Effect of conversion
(a) An entity that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other law as it applies to the converted entity.
(b) When a conversion takes effect under this article:
(1) all property owned by the converting entity remains vested in the converted entity;
(2) all debts, liabilities, and other obligations of the converting entity continue as obligations of the converted entity;
(3) an action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;
(4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) except as otherwise provided in the plan of conversion, the conversion does not dissolve a converting mutual benefit enterprise for purposes of article 12 of this title.
(c) A converted entity that is an entity organized under the laws of a jurisdiction other than this State consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting mutual benefit enterprise if, before the conversion, the converting mutual benefit enterprise was subject to suit in this State on the obligation. A converted entity that is an entity organized under the laws of a jurisdiction other than this State and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as under subsections 120(c) and (d) of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 16 - Conversion and Merger › § 1606. Merger

§ 1606. Merger
(a) One or more mutual benefit enterprises may merge with one or more other entities pursuant to this article and a plan of merger if:
(1) the governing statute of each of the other entities authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other entities complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) the name and form of each constituent entity;
(2) the name and form of the surviving entity and, if the surviving entity is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent entity into any combination of money, interests in the surviving entity, and other consideration;
(4) if the surviving entity is to be created by the merger, the surviving entity’s organizational documents;
(5) if the surviving entity is not to be created by the merger, any amendments to be made by the merger to the surviving entity’s organizational documents; and
(6) if a member of a constituent mutual benefit enterprise will have personal liability with respect to a surviving entity, the identity of the member by descriptive class or other reasonable manner. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11C - Mutual Benefit Enterprises › Chapter 16 - Conversion and Merger › § 1607. Notice and action on plan of merger by constituent mutual benefit enterprise

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