reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.22. Class voting by members on amendments

§ 10.22. Class voting by members on amendments
(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(1) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;
(2) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
(3) increase or decrease the number of memberships authorized for that class;
(4) increase the number of memberships authorized for another class;
(5) effect an exchange, reclassification, or termination of all or part of the memberships of that class; or
(6) authorize a new class of memberships.
(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
(d) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
(e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.30. Approval by third persons

§ 10.30. Approval by third persons
The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.31. Amendment terminating members or redeeming or cancelling memberships

§ 10.31. Amendment terminating members or redeeming or cancelling memberships
(a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of the act and this section.
(b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members and shall provide a copy of the proposed amendment to each member.
(c) After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one statement of up to 500 words opposing the proposed amendment if such statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than 20 days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations, the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations, the production and mailing costs shall be paid by the corporation.
(d) Any such amendment shall be approved by the members by two-thirds of the votes cast by each class.
(e) The provisions of section 6.21 of this title shall not apply to any amendment meeting the requirements of the act and this section. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 11 - Merger › § 11.01. Approval of plan of merger

§ 11.01. Approval of plan of merger
(a) Subject to the limitations set forth in section 11.02 of this title, one or more nonprofit corporations may merge into an existing business or nonprofit corporation, which may be one of the merging corporations as long as the plan of merger is approved as provided in section 11.03 of this title.
(b) The plan of merger must set forth:
(1) the name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(2) the terms and conditions of the planned merger; and
(3) the manner and basis, if any, of converting the memberships of each public benefit corporation into memberships of the surviving corporation; and
(4) if the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or into cash or other property in whole or part.
(c) The plan of merger shall set forth any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger and may set forth other provisions relating to the planned merger. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 11 - Merger › § 11.02. Limitations on mergers by public benefit corporations

§ 11.02. Limitations on mergers by public benefit corporations
(a) Without the prior approval of the Superior Court of Washington County in a proceeding of which the Attorney General has been given written notice, a public benefit corporation may merge only with:
(1) another public benefit corporation;
(2) a foreign corporation which would qualify under this title as a public benefit corporation;
(3) a wholly owned foreign or domestic business corporation, provided the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger; or
(4) a business corporation, provided that:
(A) on or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including goodwill) of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under subdivisions 14.05(a)(5) and (6) of this title had it dissolved;
(B) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and
(C) the merger is approved by a majority of directors of the public benefit corporation who are not and will not become shareholders in or officers, employees, agents, or consultants of the business corporation.
(b) At least 20 days before consummation of any merger of a public benefit corporation, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.
(c) Without the prior written consent of the Attorney General or of the Superior Court of Washington County in a proceeding in which the Attorney General has been given notice, when a public benefit corporation merges each member of a public benefit corporation may only receive or keep a membership or memberships in the surviving public benefit corporation, if any. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 11 - Merger › § 11.04. Articles of merger

§ 11.04. Articles of merger
After a plan of merger is approved by the board of directors, and if required by section 11.03 of this title, by the members and any other persons, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth:
(1) the plan of merger;
(2) if approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(3) if approval by members was required:
(A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(B) either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;
(4) if approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision 11.03(a)(3) of this title, a statement that the approval was obtained. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 11 - Merger › § 11.05. Effect of merger

§ 11.05. Effect of merger
When a merger takes effect:
(1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment, and such vesting shall occur without further act or deed;
(3) the surviving corporation has all liabilities and obligations of each corporation party to the merger; provided that trust obligations upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective;
(4) a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;
(5) the articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 11 - Merger › § 11.06. Merger with foreign corporation

§ 11.06. Merger with foreign corporation
(a) Except as provided in section 11.02 of this title, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:
(1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2) the foreign corporation complies with section 11.04 of this title if it is the surviving corporation of the merger; and
(3) each domestic nonprofit corporation complies with the applicable provisions of sections 11.01 through 11.03 of this title and, if it is the surviving corporation of the merger, with section 11.04 of this title.
(b) Upon the merger taking effect, the surviving foreign business or foreign nonprofit corporation for which a certificate of authority has not been issued is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 11 - Merger › § 11.07. Bequests, devises, and gifts

§ 11.07. Bequests, devises, and gifts
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 12 - Sale of Assets › § 12.01. Sale of the assets in regular course of activities and mortgage of assets

§ 12.01. Sale of the assets in regular course of activities and mortgage of assets
(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or
(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
(b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 13 - Distributions › § 13.01. Prohibited distributions

§ 13.01. Prohibited distributions
Except as authorized by section 13.02 of this title, a corporation shall not make any distributions. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 13 - Distributions › § 13.02. Authorized distributions

§ 13.02. Authorized distributions
(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed:
(1) the corporation would be able to pay its debts as they become due in the usual course of its activities; and
(2) the corporation’s total assets would at least equal the sum of its total liabilities.
(b) A public benefit corporation and a mutual benefit corporation may make distributions upon dissolution in conformity with chapter 14 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.01. Dissolution by incorporators or directors

§ 14.01. Dissolution by incorporators or directors
(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution.
(b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.
(c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.02. Dissolution by directors, members

§ 14.02. Dissolution by directors, members
(a) Unless this title, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class dissolution is authorized if it is approved:
(1) by the board;
(2) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; or
(3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title for an amendment to the articles or bylaws.
(b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors’ meeting at which such approval is to be obtained in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.03. Articles of dissolution

§ 14.03. Articles of dissolution
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth:
(1) the name of the corporation;
(2) the date dissolution was authorized;
(3) a statement that dissolution was approved by a sufficient vote of the board;
(4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;
(5) if approval by members was required:
(A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and
(B) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;
(6) if approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to subdivision 14.02(a)(3) of this title, a statement that the approval was obtained.
(b) A corporation is dissolved upon the effective date of its articles of dissolution. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.04. Revocation of dissolution

§ 14.04. Revocation of dissolution
(a) A corporation may revoke its dissolution within 120 days of its effective date.
(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(1) the name of the corporation;
(2) the effective date of the dissolution that was revoked;
(3) the date that the revocation of dissolution was authorized;
(4) if the corporation’s board of directors (or incorporators) revoked the dissolution, a statement to that effect;
(5) if the corporation’s board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) if member or third person action was required to revoke the dissolution, the information required by subdivision 14.03(a)(5) or (6) of this title.
(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.05. Effect of dissolution

§ 14.05. Effect of dissolution
(a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(1) preserving and protecting its assets and minimizing its liabilities;
(2) discharging or making provision for discharging its liabilities and obligations;
(3) disposing of its properties that will not be distributed in kind;
(4) returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
(5) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(6) if the corporation is a public benefit corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:
(A) to one or more persons recognized as exempt under section 501(c)(3) of the Internal Revenue Code; or
(B) if the dissolved corporation is not recognized as exempt under section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations;
(7) if the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members those persons whom the corporation holds itself out as benefiting or serving; and
(8) doing every other act necessary to wind up and liquidate its assets and affairs.
(b) Dissolution of a corporation does not:
(1) transfer title to the corporation’s property;
(2) subject its directors or officers to standards of conduct different from those prescribed in chapter 8 of this title;
(3) change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(4) prevent commencement of a proceeding by or against the corporation in its corporate name;
(5) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(6) terminate the authority of the registered agent. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.06. Known claims against dissolved corporation

§ 14.06. Known claims against dissolved corporation
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:
(1) describe information that must be included in a claim;
(2) provide a mailing address where a claim may be sent;
(3) state the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(4) state that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred:
(1) if a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline;
(2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.07. Unknown claims against dissolved corporation

§ 14.07. Unknown claims against dissolved corporation
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b) The notice must:
(1) be published one time in a newspaper of general circulation in the county where the dissolved corporation’s principal office (or, if none in this State, its registered office) is or was last located;
(2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:
(1) a claimant who did not receive written notice under section 14.06 of this title;
(2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; and
(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(1) against the dissolved corporation, to the extent of its undistributed assets; or
(2) if the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee’s pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee’s total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
(e) The provisions of this section shall not apply to claimants whose claim is commenced in a timely manner pursuant to 12 V.S.A. § 512, 518, 521, 522, 551, or 560. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.20. Involuntary termination

§ 14.20. Involuntary termination
The Secretary of State may commence a proceeding under section 14.21 of this title to administratively dissolve a corporation if:
(1) the corporation does not pay within 60 days after they are due fees imposed by this title;
(2) the corporation does not deliver its biennial report to the Secretary of State within 60 days after it is due;
(3) the corporation is without a registered agent or registered office in this State for 60 days or more; or
(4) the corporation does not notify the Secretary of State within 120 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.21. Procedure for and effect of involuntary termination

§ 14.21. Procedure for and effect of involuntary termination
(a) Upon determining that one or more grounds exist under section 14.20 of this title for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 5.04 of this title.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least 60 days after service of the notice is perfected under section 5.04 of this title, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under section 5.04 of this title, and in the case of a public benefit corporation shall notify the Attorney General in writing.
(c) A corporation involuntarily dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 14.05 of this title and notify its claimants under sections 14.06 and 14.07 of this title.
(d) The involuntarily dissolution of a corporation does not terminate the authority of its registered agent. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.22. Reinstatement following involuntary dissolution

§ 14.22. Reinstatement following involuntary dissolution
(a) A corporation involuntarily dissolved that has not distributed its assets under section 14.21 of this title may apply to the Secretary of State for reinstatement upon payment of $25.00 for each year the corporation is delinquent. The application must:
(1) recite the name of the corporation and the effective date of its involuntary dissolution;
(2) state that the ground or grounds for dissolution either did not exist or have been eliminated;
(3) state that the corporation’s name satisfies the requirements of section 4.01 of this title.
(b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 5.04 of this title.
(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.23. Appeal from denial of reinstatement

§ 14.23. Appeal from denial of reinstatement
(a) The Secretary of State, upon denying a corporation’s application for reinstatement following involuntary dissolution, shall serve the corporation under section 5.04 of this title with a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the Superior Court of Washington County within 90 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State’s certificate of dissolution, the corporation’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 corporation or may take other action the court considers appropriate.
(d) 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 14 - Dissolution › § 14.30. Grounds for judicial dissolution

§ 14.30. Grounds for judicial dissolution
(a) The Superior Court may dissolve a corporation:
(1) in a proceeding by the Attorney General if it is established that:
(A) the corporation obtained its articles of incorporation through fraud;
(B) the corporation has continued to exceed or abuse the authority conferred upon it by law;
(C) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or
(D) the corporation is a public benefit corporation and is no longer able to carry out its purposes;
(2) in a proceeding by 50 members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:
(A) the directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;
(B) the directors or those in control of the corporation 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, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;
(D) the corporate assets are being misapplied or wasted; or
(E) the corporation is a public benefit corporation and is no longer able to carry out its purposes;
(3) in a proceeding by a creditor if it is established that:
(A) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or
(B) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or
(4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(b) Prior to dissolving a corporation, the court shall consider whether:
(1) there are reasonable alternatives to dissolution;
(2) dissolution is in the public interest, if the corporation is a public benefit corporation;
(3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.31. Procedure for judicial dissolution

§ 14.31. Procedure for judicial dissolution
(a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the Superior Court of Washington County. Venue for a proceeding brought by any other party named in section 14.30 of this title lies in the county where a corporation’s principal office (or, if none in this State, its registered office) is or was last located.
(b) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
(d) A person other than the Attorney General who brings an involuntary dissolution proceeding for a public benefit corporation shall forthwith give written notice of the proceeding to the Attorney General who may intervene. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.32. Receivership or custodianship

§ 14.32. Receivership or custodianship
(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual, or a domestic or foreign business or nonprofit corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1) the receiver:
(A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver’s power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and
(B) may sue and defend in the receiver’s or custodian’s name as receiver or custodian of the corporation in all courts of this State;
(2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s counsel from the assets of the corporation or proceeds from the sale of the assets. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.33. Decree of dissolution

§ 14.33. Decree of dissolution
(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 14.30 of this title exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with section 14.05 of this title and the notification of its claimants in accordance with sections 14.06 and 14.07 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 14 - Dissolution › § 14.40. Deposit with State Treasurer

§ 14.40. Deposit with State Treasurer
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash subject to known trust restrictions and deposited with the State Treasurer for safekeeping; provided, however, that in the State Treasurer’s discretion property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the State Treasurer shall deliver to the creditor, member, or other person or his or her representative that amount or property. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.01. Authority to transact business required

§ 15.01. Authority to transact business required
(a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.
(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:
(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9) owning, without more, real or personal property;
(10) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;
(11) transacting business in interstate commerce. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.02. Consequences of transacting business without authority

§ 15.02. Consequences of transacting business without authority
(a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority.
(b) The successor to a foreign corporation 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 corporation or its successor or assignee obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d) A foreign corporation 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.
(e) The Attorney General may file an action in the Civil Division of Superior Court to collect the penalties due under this subsection and to restrain a foreign corporation not in compliance with this chapter from doing business within this State.
(f) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this State. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2015, No. 128 (Adj. Sess.), § C.11.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.03. Application for certificate of authority

§ 15.03. Application for certificate of authority
(a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State. The application must set forth:
(1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of section 15.06 of this title;
(2) the name of the state or country under whose law it is incorporated;
(3) the date of incorporation and period of duration;
(4) the street address of its principal office;
(5) the address of its registered office in this State and the name of its registered agent at that office;
(6) the names and usual business or home addresses of its current directors and officers;
(7) whether the foreign corporation has members; and
(8) whether the corporation, if it had been incorporated in this State, would be a public benefit or mutual benefit corporation.
(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.04. Amended certificate of authority

§ 15.04. Amended certificate of authority
(a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State if it changes:
(1) its corporate name;
(2) the period of its duration; or
(3) the state or country of its incorporation.
(b) The requirements of section 15.03 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 15 - Foreign Corporations › § 15.05. Effect of certificate of authority

§ 15.05. Effect of certificate of authority
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject, however, to the right of the State to revoke the certificate as provided in this title.
(b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as, and except as otherwise provided by this title is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(c) Except as provided in subsection 11.07(a) of this title, this title does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)