reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 981. Use of “cooperative.”

§ 981. Use of “cooperative.”
A corporation formed under chapters 1 and 17 of this title shall not have the word “cooperative” or any abbreviation thereof as part of its name, unless the corporation is a worker cooperative corporation organized under chapter 8 of this title, a cooperative housing corporation organized under chapter 14 of this title, or the articles of association contain all of the following provisions:
(1) Each shareholder shall have only one vote in all matters pertaining to the management of the corporation.
(2) The interest or dividend on the paid up capital stock of the corporation shall not exceed six percent per annum.
(3) There shall be set aside annually not less than ten percent of the net profits of the corporation for a reserve fund until there is accumulated a fund of not less than 50 percent of the paid up capital stock.
(4) The remainder of the earnings, or any part thereof, shall be distributed by a uniform dividend upon the amount of purchases or sales through the corporation by the shareholders, or the amount of raw material furnished to, or business done through, the corporation by the shareholders; and such profits or earnings shall be distributed as often as once in 12 months.
(5) Not more than ten percent of the capital stock of such corporation shall be owned by any one member.
(6) Certificates of stock in cooperative corporations shall contain a statement on the face thereof that the holder is entitled to only one vote thereon. (Amended 1985, No. 46, § 3; 1987, No. 254 (Adj. Sess.), § 3, eff. June 16, 1988.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 991. Definitions

§ 991. Definitions
In this subchapter, unless the context or subject matter otherwise requires:
(1) “Agricultural products” includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and any farm products.
(2) “Association” means any corporation organized under this chapter.
(3) “Associations” organized hereunder means nonprofit associations.
(4) “Consumers’ cooperative” means a corporation organized under this chapter for the acquisition and distribution for the benefit of ultimate consumers of property, goods, commodities, or services.
(5) “Handcraft product” means any product fashioned primarily by hand with the final form and its characteristics shaped by hand and produced in the home or a small craft center by the artisan or craftsman in a skilled or artistic process rather than in an assembly line technique.
(6) “Marketing cooperative” means a corporation organized under this chapter for the marketing of agricultural or handcraft products.
(7) “Member” includes actual members of associations without capital stock and holders of common stock in associations organized with capital stock.
(8) “Person” includes individuals, firms, partnerships, corporations and associations.
(9) “Railroad cooperative” means any corporation organized under this chapter for the organization, acquisition, and operation of a general transportation business by railroad, including truck, bus, air, and water transportation subsidiaries of the railroad. (Amended 1973, No. 90, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 992. Use of “cooperative”

§ 992. Use of “cooperative”
The use of the word “cooperative” as a part of the name of any person is hereby limited to such persons as are legally organized and chartered under the provisions of this chapter or chapter 8 or 14 of this title. (Amended 1985, No. 46, § 4; 1987, No. 254 (Adj. Sess.), § 4, eff. June 16, 1988; 2011, No. 84 (Adj. Sess.), § 2, eff. April 20, 2012.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 996. Amendment of certificate

§ 996. Amendment of certificate
The certificate of organization may be altered or amended except as otherwise provided in this subchapter at any regular meeting or any special meeting called for that purpose. An amendment must first be approved by two-thirds of the directors and adopted by a vote of two-thirds of the members or delegates present and voting at such meeting. Amendments to the certificate of organization, when so adopted, shall be filed in accordance with the provisions of section 995 of this title.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 997. Fee

§ 997. Fee
For filing a certificate of organization, an association shall pay $20.00 to the Secretary of State, and for filing an amendment thereto, $10.00. (Amended 1963, No. 37, § 4; 1967, No. 278 (Adj. Sess.), § 7.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 998. Members

§ 998. Members
Under the terms and conditions prescribed in its bylaws, a marketing cooperative may admit as members, or issue common stock to, only cooperative marketing associations legally formed under the laws of this State, or persons engaged in the production of the agricultural or handcraft products to be handled by or through the association, including the lessees and tenants of land used therefor, and any lessors and landlords who receive any part of the agricultural or handcraft products produced on the leased premises or of the sale price of such product as rent. Under the terms and conditions prescribed in its bylaws, a consumers’ cooperative may admit as members any natural persons, associations, incorporated or unincorporated groups organized on a cooperative basis, or any nonprofit groups. Under the terms and conditions prescribed in its bylaws, a railroad cooperative may admit as members, or issue stock to, any nonprofit organizations, any persons, corporations, or associations who are patrons of its services. (Amended 1973, No. 90, § 3.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1000. Adoption of bylaws

§ 1000. Adoption of bylaws
(a) Within 30 days after its organization, each association shall adopt for its government and management a code of bylaws, not inconsistent with the powers granted hereby. Except as provided in subsection (b) of this section, a majority vote of the members shall be necessary to adopt, alter, amend, or repeal such bylaws.
(b) In the case of any association having district election of delegates and delegate system of voting as permitted by subdivision 995(10) of this title, in which, under its articles of association or bylaws, such delegates have complete voting power on behalf of the membership for every purpose except that of their own election and the election of district directors, following reasonable notice to the members or stockholders in accordance with the bylaws, a majority of the delegates attending and voting at any meeting of the delegates of the association may adopt, alter, amend, or repeal such bylaws. (Amended 1971, No. 87, § 1, eff. April 16, 1971.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1003. Special meetings

§ 1003. Special meetings
The board of directors shall have the right to call a special meeting of the members or stockholders of the association at any time. They shall call one upon the petition of not less than ten percent of the members or stockholders, stating the specific business to be brought before the association.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1005. Place of meetings

§ 1005. Place of meetings
Meetings of the members or stockholders of the association, regular or special, shall be held at such place within or outside this State as may be determined from time to time by the board of directors. (Added 1971, No. 87, § 2, eff. April 16, 1971.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1007. Classification of directors

§ 1007. Classification of directors
The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts by the members in that district. In such case, the bylaws shall specify the number of directors to be elected by each district, and the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1008. Primary elections for directors

§ 1008. Primary elections for directors
The bylaws may provide that primary elections shall be held in each district, to elect the directors apportioned to such districts, and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be deemed the act of the association.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1009. Appointment of directors by public officials

§ 1009. Appointment of directors by public officials
The bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations and need not be members or stockholders of the association, but shall have the same powers and rights as other directors. Such directors shall not number more than one-fifth of the entire board.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1010. Vacancies on board of directors

§ 1010. Vacancies on board of directors
When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board shall fill the vacancy by a majority vote, unless the bylaws provide for an election of directors by districts. In such a case, the board of directors shall immediately call a special meeting of the members, or stockholders, to fill the vacancy in the district where it exists.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1011. Contracts with directors

§ 1011. Contracts with directors
During the term of his or her office, a director shall not be a party to a contract for profit with the association differing in any way from the business relations accorded each member or holder of common stock of the association or others, or upon terms differing from those generally current in that district.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1013. Officers

§ 1013. Officers
The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary, who shall be the clerk of the corporation, and a treasurer, who need not be directors or members of the association. The directors may combine the two latter offices and designate the combined office as that of secretary-treasurer, or unite both functions and titles in one person. The treasurer may be a bank or any depository, and as such, shall not be considered as an officer, but as a function of the board of directors, and in such case, the secretary shall perform the usual accounting duties of the treasurer, except that the funds shall be deposited only as and where authorized by the board of directors.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1014. Salaries

§ 1014. Salaries
An association may provide a fair compensation for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee. The bylaws may provide that a director or officer shall not occupy any position in the association on regular salary or substantially full time pay.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1015. Issue of stock

§ 1015. Issue of stock
An association shall not issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member’s right to vote. Until such notes are paid in full, the corresponding stock, to the extent of unpaid balances, shall be carried on the books of the association and upon all financial statements made by the association as “capital stock issued for notes,” and the notes shall be carried on such books and statements as “notes given for capital stock.”
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1017. Preferred stock

§ 1017. Preferred stock
An association organized with stock may issue preferred stock but such stock shall have no voting privileges. Such stock may be issued on such terms and with such preferences as the board of directors may determine and may be sold to any person, member or nonmember, and may be redeemable or retirable by the association on such terms and conditions as may be provided in the certificate of organization and printed on the face of the stock certificate.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1018. Marketing contracts—Terms

§ 1018. Marketing contracts—Terms
An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. If they contract a sale to the association, it shall be conclusively held that title to the products passes to the association upon delivery except for legally recorded chattel mortgages given for value and prior to July 1 in any year on such products or commodities whether such mortgages are given before or after the making of such contract of sale. The contract may provide, among other things, that the association may sell or resell the products delivered by its members, with or without taking title thereto, and pay over to its members the resale price, after deducting all necessary selling, overhead and other costs and expenses, including interest or dividends on stock, not exceeding eight percent per annum, and reserves for retiring the stock, if any, and other proper reserves, and for any other reductions.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1019. Damages

§ 1019. Damages
The bylaws or the marketing contract may fix, as liquidated damages, a specific sum to be paid by a member or stockholder to the association upon the breach by him or her of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member shall pay all costs, premiums for bonds, expenses, and fees, in case any action is brought upon the contract by the association. Any such provisions shall be valid and enforceable in the courts of this State. Such clauses providing for liquidated damages shall be enforceable as such and shall not be regarded as penalties.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1020. Enjoining breach

§ 1020. Enjoining breach
In case of any such breach or threatened breach of such marketing contract by a member, a Superior Court may restrain by injunction further breach of the contract and may decree specific performance thereof. Pending the termination of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, such court may grant a temporary restraining order against the member. (1973, No. 193 (Adj. Sess.), § 3, eff. April 9, 1974.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1021. Liability of landowner, landlord or lessor

§ 1021. Liability of landowner, landlord or lessor
In any action upon such marketing agreement, it shall be conclusively presumed that a landowner, landlord, or lessor is able to control the delivery of products produced on his or her land by tenants or others, whose tenancy, possession, or work on such land, or the terms of whose tenancy, possession, or labor thereon, were created or changed after execution by the landowner, landlord, or lessor of such a marketing agreement. In such action, the foregoing remedies for nondelivery or breach shall lie and be enforceable against such landowner, landlord, or lessor.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1022. Payment in stock

§ 1022. Payment in stock
When an association with preferred capital stock shall purchase the stock or any property or interest, it may discharge the obligation so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to an amount which at par value would equal the fair market value of the stock, property, or interest so purchased, as determined by the board of directors. In that case the transfer to the association of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1023. Ownership or control of other corporations

§ 1023. Ownership or control of other corporations
An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of, any other corporation or corporations, with or without capital stock, and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling the agricultural products handled by the association or byproducts thereof.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1024. Warehouse receipts

§ 1024. Warehouse receipts
When such corporations are warehousing corporations, they may issue negotiable or nonnegotiable warehouse receipts of the association against the commodities delivered, and such warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. In case such warehouse is licensed, or licensed and bonded, under the laws of this or any other state of the United States, its warehouse receipt delivered to the association on commodities of the association or its members, or delivered by the association or by its members, shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1025. Joint agreements

§ 1025. Joint agreements
Upon resolution adopted by its board of directors, an association may enter into all necessary and proper contracts or arrangements with any other cooperative corporation, association, or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business or any part thereof. Any two or more associations may, by an agreement, unite in employing and using or may separately employ and use the same personnel, methods, means, and agencies for carrying on and conducting their respective businesses.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1026. Annual report

§ 1026. Annual report
An association formed under this subchapter shall prepare and submit at its annual meeting an annual report containing the name of the association, its principal place of business, a general statement of its business operations during the fiscal year, showing the amount of capital stock paid for and the number of stockholders, if a stock association, or the number of members and amount of membership fees received, if a nonstock association, the total expenses of operation, and the amount of its assets and indebtedness or liabilities.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1027. Foreign corporations

§ 1027. Foreign corporations
A corporation or association organized under generally similar laws of another state shall be allowed to carry on any proper activities, operations, and functions in this State upon compliance with the general regulations applicable to foreign corporations desiring to do business in this State. All contracts which could be made by an association incorporated hereunder, made by or with such association, shall be legal and valid and enforceable in this State with all of the remedies set forth in this subchapter.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1028. Application to existing corporations

§ 1028. Application to existing corporations
By a majority vote of its directors, and the vote in meeting assembled of the holders of two-thirds of the outstanding stock, or, if the stock is divided into classes, by the vote of the holders of two-thirds of each class of outstanding stock, a corporation or association, organized under previously existing statutes, may be brought under the provisions of this subchapter by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a statement signed and sworn to by a majority of its directors to the effect that the corporation or association, by a majority vote of the directors, and the vote in meeting assembled of the holders of two-thirds of the outstanding stock, or, if the stock is divided into classes, by the vote of the holders of two-thirds of each class of outstanding stock, has decided to accept the benefits and be bound by the provisions of this subchapter and has authorized all changes accordingly. Articles of incorporation shall be filed as required in section 995 of this title, except that they shall be signed by the members of the then board of directors. The filing fee shall be the same as for filing an amendment to the certificate of organization.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1029. Soliciting breach of contract

§ 1029. Soliciting breach of contract
A person or corporation whose officers or employees knowingly induce or attempt to induce a member or stockholder of an association organized hereunder, or organized under similar statutes of other states, with similar restrictions and rights and operating in this State by legal authority, to breach his marketing contract with the association, or who maliciously and knowingly spreads false reports about the finances or management or activity thereof, shall be fined not less than $100.00 nor more than $1,000.00, and shall be liable to the association aggrieved in a civil suit in the penal sum of $500.00 for each offense.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1030. Conspiracies or combinations in restraint of trade

§ 1030. Conspiracies or combinations in restraint of trade
An association organized under this subchapter and complying with the terms hereof shall not be deemed to be a conspiracy or a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition, or to fix prices arbitrarily. The marketing contracts and agreements between the association and its members and any agreements authorized in this subchapter shall not be deemed illegal as such or in unlawful restraint of trade or as a part of a conspiracy or combination to accomplish an improper or illegal purpose.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1031. Penalties

§ 1031. Penalties
An officer or director who shall subscribe or make oath to any certificate provided for in sections 995 and 996 of this title, which shall contain a false statement, known by such person to be false or who shall do any act relative to the issue of capital stock which is not permitted by section 1015 of this title, or who shall make or publish any financial statement which he or she knows does not comply with the provisions of such sections, shall be fined not more than $5,000.00, or imprisoned not more than five years, or both, and shall also be individually liable to a stockholder of the association or other person for damage caused by reason thereof.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1062. Filing of articles

§ 1062. Filing of articles
The articles of merger or consolidation, or a duplicate original thereof, or a copy duly certified by the clerk or secretary of the consolidating cooperative or the new cooperative, shall be filed in the Office of the Secretary of State of this State and with the Secretary of Agriculture, Food and Markets, and if the same affects title to real estate in this State, shall be recorded in the office where by law a deed of such real estate is required to be recorded. The making and perfecting of such merger or consolidation shall not be effective until the same is filed in the Office of the Secretary of State as herein provided, and in the case of the new cooperative, if the same is to have capital stock, until it has filed an affidavit of the proposed issue of its stock. (Amended 2003, No. 42, § 2, eff. May 27, 2003.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1063. Fee

§ 1063. Fee
For filing articles of merger or consolidation the new cooperative shall pay $20.00 to the Secretary of State; and for filing an amendment thereof $10.00. (Amended 1963, No. 37, § 5; 1967, No. 278 (Adj. Sess.), § 8.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1064. Powers

§ 1064. Powers
The new cooperative, in addition to the general powers of cooperative associations granted by subchapter 1 of this chapter, shall possess and enjoy all the rights, privileges, powers, franchises, immunities, exemptions, and benefits of each of the consolidating cooperatives, and may exercise the same in this State, unless contrary to law, as effectually as each of the consolidating cooperatives. The title to any real estate or personal property vested in the consolidating cooperatives, under the laws of this State shall pass to and be vested in the new cooperative upon the recording of the articles of merger or consolidation in the office where by law a deed thereof should be recorded, and shall not revert, or be in any way impaired, by reason of such merger or consolidation.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 7 - Cooperatives › § 1065. Preservation of rights and liabilities

§ 1065. Preservation of rights and liabilities
All rights of creditors and liens upon the property of the consolidating cooperatives shall be preserved unimpaired; and all debts, liabilities, and duties of each consolidating cooperative shall thenceforth become the obligation of the new cooperative and may be enforced against the latter to the same extent as if the obligations and liabilities had been incurred or contracted by it. (Amended 1971, No. 185 (Adj. Sess.), § 28, eff. March 29, 1972.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 8 - Worker Cooperative Corporations › § 1082. Definitions

§ 1082. Definitions
As used in this chapter, unless the context clearly requires otherwise, the term:
(1) “Worker cooperative” means a corporation which has elected to be governed by this chapter.
(2) “Person” means a natural person.
(3) “Member” means a person who has been accepted for membership in, and owns a membership share issued by, a worker cooperative.
(4) “Membership share” means a share of voting stock issued to each member of a worker cooperative as evidence of membership.
(5) “Membership fee” means the consideration paid for a membership share.
(6) “Patronage” means the amount of work performed as a member of a worker cooperative, measured in accordance with the articles of association or bylaws.
(7) “Written notice of allocation” means a written instrument which discloses to a member the stated dollar amount of that member’s patronage allocation and the terms for payment of that amount by the worker cooperative.
(8) “Internal capital accounts” means a system of accounts on the books of a worker cooperative that reflects the book value of the corporation.
(9) “Individual capital accounts” means internal capital accounts that represent the portion of the net book value of the corporation attributable to each member.
(10) “Collective account” means an internal capital account that represents the portion of the net book value of the corporation attributable to the cooperative.
(11) “Internal capital account cooperative” means a worker cooperative governed in accordance with section 1090 of this chapter. (Added 1985, No. 46, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 8 - Worker Cooperative Corporations › § 1083. Corporations organized under chapter 17; election to be governed as worker cooperative

§ 1083. Corporations organized under chapter 17; election to be governed as worker cooperative
Any corporation organized under chapter 17 of this title may elect to be governed as a worker cooperative under the provisions of this chapter, by so stating in its articles of association or articles of amendment filed in accordance with chapter 17. (Added 1985, No. 46, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 8 - Worker Cooperative Corporations › § 1084. Revocation of election

§ 1084. Revocation of election
A worker cooperative may revoke its election under this chapter by a vote of majority of the members and through articles of amendment filed in accordance with subchapter 7 of chapter 17 of this title. (Added 1985, No. 46, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 8 - Worker Cooperative Corporations › § 1086. Members’ membership shares; fees; rights and responsibilities

§ 1086. Members’ membership shares; fees; rights and responsibilities
(a) The articles of association or the bylaws shall establish qualifications and the method of acceptance of members. No person may be accepted as a member unless employed by the worker cooperative on a regular full-time or a part-time basis. The membership of a worker cooperative shall constitute at least fifty and one-tenth percent of the regular, full and part-time work force.
(b) A worker cooperative shall issue a class of voting stock designated as “membership shares.” Each member shall own only one such membership share, and only members may own such shares.
(c) Membership shares shall be issued for a fee determined from time to time by the directors. A worker cooperative may allow for payment of such fee by payroll deduction, installments, or similar methods. A membership share may be issued to a person upon acceptance for membership regardless of whether the membership fee is fully paid.
(d) Sections 1864, 1866(b), (d), 1869(a), 1870, and 1872 of this title shall not apply to membership shares. Sections 2003 and 2004 of this title shall not apply to membership shares whose redemption price is determined by reference to internal capital accounts.
(e) Members of a worker cooperative shall have all the rights and responsibilities of stockholders as a corporation organized under chapter 17 of this title, except as otherwise provided in this chapter. (Added 1985, No. 46, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 8 - Worker Cooperative Corporations › § 1087. Voting shares; bylaws; amendment of articles of organization

§ 1087. Voting shares; bylaws; amendment of articles of organization
(a) No capital stock other than membership shares shall be given voting power in a worker cooperative except as otherwise provided in this chapter or in the articles of association.
(b) Notwithstanding the provisions of section 1873 of this title and other provisions of law relating to bylaws, the power to adopt, amend, or repeal bylaws of a worker cooperative shall be in the members only, except to the extent that directors are authorized by section 1873 of this title to adopt, amend, or repeal the bylaws.
(c) Subchapter 7 of chapter 17 relating to amendments to the articles of association shall be construed to limit voting on any amendment of the articles of association of a worker cooperative to the members, except that amendments affecting the rights of a class of stockholders as defined in section 1933 of this title may not be adopted without the vote of such stockholders in accordance with that section. (Added 1985, No. 46, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 8 - Worker Cooperative Corporations › § 1088. Net earnings or losses; apportionment, distribution, and payment

§ 1088. Net earnings or losses; apportionment, distribution, and payment
(a) The net earnings or losses of a worker cooperative shall be apportioned and distributed at such times and in such manner as the articles of association or bylaws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, and net losses allocated to members with respect to a period of time shall be apportioned among the members in accordance with the ratio which each member’s patronage during the period involved bears to total patronage by all members during that period.
(b) The apportionment, distribution, and payment of net earnings required by this section may be in cash, credits, written notices of allocation, or capital stock issued by the worker cooperative. (Added 1985, No. 46, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 8 - Worker Cooperative Corporations › § 1089. Directors; officers

§ 1089. Directors; officers
(a) The bylaws of a worker cooperative shall provide for the election, terms, classifications, if any, and removal of directors and officers in accordance with the provisions of this chapter or the provisions of chapter 17 of this title.
(b) Nonmembers may serve as directors or officers of a worker cooperative but at no time shall there be a majority of nonmember directors.
(c) Vacancies in director positions resulting from death, resignation, or removal shall be filled by vote of the member directors or by vote of the members. (Added 1985, No. 46, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 8 - Worker Cooperative Corporations › § 1090. Internal capital accounts; recall or redemption of shares; interest; collective reserve account

§ 1090. Internal capital accounts; recall or redemption of shares; interest; collective reserve account
(a) A worker cooperative may provide in its bylaws that it shall operate as an internal capital account cooperative. Any worker cooperative may establish through its articles of association or bylaws a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation.
(b) The articles of association or bylaws of a worker cooperative may permit the periodic redemption of written notices of allocation and capital stock, and must provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if such redemption would result in the liability of any director or officer of the worker cooperative under section 1891 of this title.
(c) The articles of association or bylaws may provide for the worker cooperative to pay or credit interest on the balance in each member’s internal capital account.
(d) The articles of association or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective account. Earnings assigned to the collective account may be used for any and all corporate purposes as determined by the board of directors. (Added 1985, No. 46, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 8 - Worker Cooperative Corporations › § 1091. Internal capital account cooperatives

§ 1091. Internal capital account cooperatives
(a) An internal capital account cooperative is a worker cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders.
(b) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member’s internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective account in an internal capital account cooperative shall reflect any paid-in capital, net losses, and retained net earnings not allocated to individual members.
(c) In an internal capital account cooperative, the balances in all the individual internal capital accounts and collective account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the worker cooperative. (Added 1985, No. 46, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 8 - Worker Cooperative Corporations › § 1092. Conversion of membership shares and internal capital accounts upon revocation of election; consolidation or merger

§ 1092. Conversion of membership shares and internal capital accounts upon revocation of election; consolidation or merger
(a) If any worker cooperative revokes its election in accordance with section 1084 of this title, the articles of association or articles of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with chapter 17 of this title.
(b) A worker cooperative may not consolidate or merge with another corporation unless the corporation which results from such merger or consolidation is a worker cooperative. All such mergers and consolidations shall be in accordance with subchapter 9 of chapter 17 of this title. (Added 1985, No. 46, § 1.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1471. Notice of meeting to provide for repairs

§ 1471. Notice of meeting to provide for repairs
When a building owned and used as a house of public worship needs repairs, and the owners are not a corporation or incorporated association, or have not the power by their charter or articles of association to repair such building, any three persons who are owners of such house may call a meeting of those who are proprietors or pew owners. At least 15 days before such meeting, such owners shall post a notice upon the door of such house, setting forth the time when it will be held and the business to be transacted, and they shall also cause such notice to be published three weeks successively in a newspaper circulating in the town where such house of worship is situated, the last of which publications shall be at least two weeks prior to such meeting.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1473. Voting and assessment

§ 1473. Voting and assessment
Owners of pews shall have one vote for each pew. At the meeting, a committee of three shall be elected by ballot, who shall appraise each interest and establish the proportion each interest shall bear to the whole. The charges for such repairs shall be assessed upon the interest of each proprietor agreeably to such proportion.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1475. Sale of pews for nonpayment

§ 1475. Sale of pews for nonpayment
When the owner or occupant of a pew so assessed does not pay the assessment to the person authorized by the meeting to collect the same, upon three weeks’ notice and demand made after the completion of the repairs, which notice and demand shall be made either in person or by publishing the same for three weeks successively in some daily or weekly newspaper of general circulation in the town where such house of public worship is situated, such collector may sell the pew of such delinquent person at public auction to the highest bidder, upon giving notice thereof as is provided in section 1471 of this title. The balance of the proceeds arising from the sale, if any, after the payment of assessments, expenses of advertising, and fees equal to those allowed by law for the collection of an execution, shall be paid to the owner of the pew so sold.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1476. Redemption

§ 1476. Redemption
Within six months after the sale, the owner or occupant may redeem the property by paying to the person entitled to receive the same, the purchase price with accrued interest. If such property is not redeemed, the collector shall thereupon execute and deliver to the purchaser a deed of such pew, which deed, when recorded, shall convey to the purchaser a title thereto.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1501. Procedure

§ 1501. Procedure
The word “persons” as used in sections 42 and 1925 of this title shall apply to and include churches and religious or ecclesiastical corporations or societies. Churches and religious or ecclesiastical corporations or societies desiring to unite and form a corporation under the provisions of chapters 1 and 17 of this title shall hold meetings of their members to vote upon the question. Notices of such meetings and of the fact that the question of forming a corporation under the terms of such chapters is to be considered thereat shall be sent to all of the members of such churches, societies, or corporations. Voting at such meetings may be in person or by proxy, and a majority of the votes cast at such a meeting shall be necessary to determine the question of forming a corporation.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1502. Signing and filing of articles

§ 1502. Signing and filing of articles
In case it is voted to form a new corporation, a church, or religious or ecclesiastical corporation or society so voting, at the meeting when such vote is taken, shall authorize the secretary of such corporation or society to sign the name of such corporation or society to the articles of association of such new corporation. There shall be filed with the articles of association of such new corporation an attested copy of the minutes of the meeting of each corporation or society at which it was voted to form such new corporation. Upon the filing of the articles of association in the Office of the Secretary of State as required by section 1927 of this title, all rights, title, and interest of each church or religious or ecclesiastical corporation or society signing such articles of association shall vest in such new corporation.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1531. Petition for dissolution

§ 1531. Petition for dissolution
When five members of a corporation or society created for the support of the gospel and the maintenance of public worship, or to procure, hold, and keep in repair a house of public worship, or a parsonage, or for all or any of such purposes, desire to dissolve or move such corporation or society, they may apply by petition in writing to the Superior Court in the county in which the corporation or society is located. Such petition, with a citation, shall be served on such corporation or society like a summons. (Amended 1973, No. 193 (Adj. Sess.), § 3, eff. April 9, 1974.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1532. Recognizance

§ 1532. Recognizance
Before issuing the citation the petitioners shall cause some other person to recognize to such corporation or society in not less than $500.00, to the satisfaction of the clerk of the court, conditioned that the petitioners will prosecute their petition to effect, and answer the damages and costs if judgment is rendered against them. A minute of the recognizance, with the name of the surety and the sum in which he or she is bound, shall be made upon the citation at the time of signing the same, and signed by the clerk. If such citation is otherwise issued, on motion it shall abate.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1533. Opposing petition

§ 1533. Opposing petition
When such petition is brought, members of the corporation or society may appear and defend in the name of such corporation or society, by filing a bond with the clerk in the penal sum of not less than $500.00, conditioned for the payment of the costs which the petitioners may recover against such corporation or society.
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1534. Appointment of commissioners, hearing

§ 1534. Appointment of commissioners, hearing
If sufficient cause is shown, the court shall appoint three disinterested persons as commissioners, who shall fix a time and place for hearing, and give reasonable notice thereof to those who defend. If, at the time of giving such notice, a person has not entered to defend, the commissioners shall give notice of such hearing by posting a notice thereof, at least 14 days before such hearing, in three or more public places in the town in which such corporation or society is located. (Amended 2017, No. 11, § 13.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 13 - Religious Societies › § 1535. Report and judgment

§ 1535. Report and judgment
When, upon such hearing, it appears to be for the best interests of a majority of the members of such corporation or society or the persons interested therein, that the same should be dissolved or moved, and that the property should be divided among the owners thereof, or that such property should be sold and the proceeds divided, the commissioners shall so report to the court within 30 days of their determination of the matter. The court shall thereupon render judgment in accordance with the facts found, and that such corporation or society is dissolved, and that the property belonging to it, whether real or personal, shall be divided or sold, and its proceeds divided among the owners thereof, or the persons interested therein, as to the court seems just, and for the petitioners to recover their costs, if defense is made to such petition. If defense is not made, the petitioners shall pay the costs, and the court shall so order.