reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 21 - Benefit Corporations › § 21.06. Merger and share exchange

§ 21.06. Merger and share exchange
(a) A plan of merger or share exchange that if effected would terminate the benefit corporation status of a corporation shall be adopted and shall become effective in accordance with chapter 11 of this title, except that:
(1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing that the surviving corporation should not be a benefit corporation and the anticipated effect on the shareholders of the surviving corporation ceasing to be a benefit corporation; and
(2) the plan shall be approved by the higher of:
(A) the vote required by the articles of incorporation; or
(B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group.
(b) If a corporation that is not a benefit corporation is a party to a plan of merger or share exchange in which the surviving corporation is a benefit corporation, the plan of merger shall be adopted and shall become effective in accordance with chapter 11 of this title, except that:
(1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing that the surviving corporation should become a benefit corporation and the effect on the shareholders of the surviving corporation becoming a benefit corporation; and
(2) the plan shall be approved in the case of the corporation that is not a benefit corporation by the higher of:
(A) the vote required by the articles of incorporation; or
(B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 21 - Benefit Corporations › § 21.07. Termination of benefit corporation status by amendment of articles of incorporation; vote required

§ 21.07. Termination of benefit corporation status by amendment of articles of incorporation; vote required
A corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation, in addition to the provisions required by section 2.02 of this title to be stated in the articles of incorporation of a benefit corporation. The amendment shall be adopted and shall become effective in accordance with sections 10.01 through 10.09 of this title, except that:
(1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing the amendment and the effect of terminating the status of the corporation as a benefit corporation; and
(2) the amendment shall be approved by the higher of:
(A) the vote required by the articles of incorporation; or
(B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 21 - Benefit Corporations › § 21.08. Corporate purpose

§ 21.08. Corporate purpose
(a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the purposes of the benefit corporation under subsection 3.01(a) of this title.
(b) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that are the purpose of the benefit corporation to create in addition to its purposes under subsection 3.01(a) of this title and subsection (a) of this section. The adoption of a specific public benefit purpose under this subsection does not limit the obligation of a benefit corporation to create general public benefit.
(c) The creation of general and specific public benefit as provided in subsections (a) and (b) of this section is in the best interests of the benefit corporation.
(d) A benefit corporation may amend its articles of incorporation to add, amend, or delete a specific public benefit. The amendment shall be adopted and shall become effective in accordance with sections 10.01 through 10.09 of this title and shall be approved by the higher of the vote required by the articles of incorporation or by subsection (e) of this section.
(e) An amendment of the articles of incorporation of a benefit corporation to add, amend, or delete a specific public benefit in the articles of incorporation shall be adopted by a vote of at least two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 21 - Benefit Corporations › § 21.09. Standard of conduct for directors

§ 21.09. Standard of conduct for directors
(a) Each director of a benefit corporation, in discharging his or her duties as a director, including the director’s duties as a member of a committee:
(1) shall, in determining what the director reasonably believes to be in the best interests of the benefit corporation, consider the effects of any action or inaction upon:
(A) the shareholders of the benefit corporation;
(B) the employees and workforce of the benefit corporation and its subsidiaries and suppliers;
(C) the interests of customers to the extent they are beneficiaries of the general or specific public benefit purposes of the benefit corporation;
(D) community and societal considerations, including those of any community in which offices or facilities of the benefit corporation or its subsidiaries or suppliers are located;
(E) the local and global environment; and
(F) the long-term and short-term interests of the benefit corporation, including the possibility that those interests may be best served by the continued independence of the benefit corporation;
(2) may consider any other pertinent factors or the interests of any other group that the director determines are appropriate to consider;
(3) shall not be required to give priority to the interests of any particular person or group referred to in subdivision (1) or (2) of this subsection over the interests of any other person or group unless the benefit corporation has stated in its articles of incorporation its intention to give priority to interests related to the accomplishment of its general or specific public benefit purposes; and
(4) shall not be subject to a different or higher standard of care when an action or inaction might affect control of the benefit corporation.
(b) The consideration of interests and factors in the manner described in subsection (a) of this section shall not constitute a violation of section 8.30 of this title.
(c) A director is not liable for the failure of a benefit corporation to create general or specific public benefit.
(d) A director is not liable to the benefit corporation or any person entitled to bring a benefit enforcement proceeding under section 21.13 of this title for any action or failure to take action in his or her official capacity if the director performed the duties of his or her office in compliance with section 8.30 of this title and with this section.
(e) A director of a benefit corporation shall not have any duty to a person who is a beneficiary of the general or specific public benefit purposes of the benefit corporation arising only from the person’s status as a beneficiary. If a benefit corporation has adopted a provision in its articles of incorporation authorized by subdivision 2.02(b)(4) of this title, the provision shall also apply to a failure by a director to discharge his or her duties in accordance with this chapter. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011; amended 2011, No. 146 (Adj. Sess.), § 1.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 21 - Benefit Corporations › § 21.11. Standard of conduct for officers

§ 21.11. Standard of conduct for officers
(a) An officer of a benefit corporation shall consider the interests and factors described in subsection 21.09(a) of this title in the manner provided in that subsection when:
(1) the officer has discretion in how to act or not act with respect to a matter; and
(2) it reasonably appears to the officer that the matter may have a material effect on:
(A) the creation of general or specific public benefit by the benefit corporation; or
(B) any of the interests or factors referred to in subdivision 21.09(a)(1) of this title.
(b) The consideration of interests and factors in the manner described in subsection (a) of this section shall not constitute a violation of the fiduciary duty of an officer to the benefit corporation.
(c) An officer is not liable to the benefit corporation or any person entitled to bring a benefit enforcement proceeding under section 21.13 of this title for any action or failure to take action in his or her official capacity if the officer performed the duties of the position in compliance with section 8.41 of this title and with this section.
(d) An officer is not liable for the failure of a benefit corporation to create general or specific public benefit.
(e) An officer of a benefit corporation shall not have any duty to a person that is a beneficiary of the general or specific public benefit purposes of the benefit corporation arising only from the person’s status as a beneficiary.
(f) The articles of incorporation of a benefit corporation may set forth a provision eliminating or limiting the liability of an officer to the benefit corporation or its shareholders for money damages for any action taken, or any failure to take any action, solely as an officer, based on a failure to discharge his or her own duties in accordance with this chapter, except liability for:
(1) the amount of a financial benefit received by an officer to which the officer is not entitled;
(2) an intentional or reckless infliction of harm on the benefit corporation or its shareholders; or
(3) an intentional or reckless criminal act. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011; amended 2011, No. 146 (Adj. Sess.), § 1.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 21 - Benefit Corporations › § 21.12. Benefit officer

§ 21.12. Benefit officer
A benefit corporation may have an officer designated the “benefit officer” who shall have the authority and shall perform the duties in the management of the benefit corporation relating to the purpose of the corporation to create public benefit as set forth with respect to the office in the bylaws or, to the extent not inconsistent with the bylaws, prescribed with respect to the office by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of the office. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 21 - Benefit Corporations › § 21.13. Right of action

§ 21.13. Right of action
(a) The duties of directors and officers under this chapter and the general and specific public benefit purposes of a benefit corporation may be enforced only in a benefit enforcement proceeding, and no person may bring such an action or claim against a benefit corporation or its directors or officers except as provided in this section.
(b) A benefit enforcement proceeding may be commenced or maintained only by:
(1) a shareholder that would otherwise be entitled to commence or maintain a proceeding in the right of the benefit corporation on any basis;
(2) a director of the corporation;
(3) a person or group of persons that owns beneficially or of record 10 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or
(4) such other persons as may be specified in the articles of incorporation of the benefit corporation.
(c) As used in this chapter, “benefit enforcement proceeding” means a claim or action against a director or officer for:
(1) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation; or
(2) violation of a duty or standard of conduct under this chapter. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.02. Reservation of power

§ 1.02. Reservation of power
Nothing contained in this title shall give the right to impair the obligation of any charter, or any amendment thereof, granted or made prior to November 19, 1851; nor shall the General Assembly enact any law that would so affect any charter or amendment passed prior to such date. Subject to the foregoing restriction, any act creating, continuing, altering, or renewing a corporation or body politic may be repealed by the General Assembly, as the public good requires; and any such act may be altered or amended by the General Assembly, as the public good requires, if within the exception specified in Vermont Constitution chapter II section 69. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.20. Filing requirements

§ 1.20. Filing requirements
(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State.
(b) The document must contain the information required by this title. It may contain other information as well.
(c) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form or in an electronic format prescribed by the Secretary of State.
(d) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(e) The document must be executed:
(1) by the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers;
(2) if directors have not been selected or the corporation has not been formed by an incorporator; or
(3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(f) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain:
(1) the corporate seal;
(2) an attestation by the secretary or an assistant secretary; or
(3) an acknowledgement, verification, or proof.
(g) If the Secretary of State has prescribed a mandatory form or electronic format for a document under section 1.21 of this title, the document must be in or on the prescribed form.
(h) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in sections 5.03 and 15.09 of this title), and the correct filing fee. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 25, eff. April 15, 2010.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.21. Forms

§ 1.21. Forms
(a) The Secretary of State may prescribe the form or electronic format of and furnish on request, forms or specifications for formats for:
(1) an application for a certificate of existence;
(2) a foreign corporation’s application for a certificate of authority to transact business in this State;
(3) a foreign corporation’s application for a certificate of withdrawal; and
(4) the biennial report.
(b) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by this title but their use is not mandatory. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 26, eff. April 15, 2010.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.22. Filing; service and copying fees

§ 1.22. Filing; service and copying fees
The Secretary of State shall collect the following fees when the documents described in this section are delivered to the Office of the Secretary of State for filing:
registered office, or both
$35.00
and
not to
exceed
$1,000.00
per
filer
per
calen-
dar
year.
dissolution
$45.00
corporation
$175.00
except that a corporation which certifies to the Secretary of State, on a form approved by the Secretary, that it did not compensate its officers, directors, or employees during the prior calendar year shall be exempt from the fee required by this subdivision.
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.23. Effective date of document

§ 1.23. Effective date of document
(a) Except as provided in subsection (b) of this section, subsection 1.24(c) of this title, and section 2.03 of this title, a document is effective:
(1) at the time of filing on the date it is filed, as evidenced by any means the Secretary of State may use for the purpose of recording the date and time of filing; or
(2) at the time specified in the document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date filed. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 27, eff. April 15, 2010.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.24. Correcting filed document

§ 1.24. Correcting filed document
(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document:
(1) contains an incorrect statement; or
(2) was defectively executed, attested, sealed, verified, or acknowledged; or
(3) was undeliverable because the electronic transmission was defective.
(b) A document is corrected:
(1) by preparing articles of correction that
(A) describe the document (including its filing date) or attach a copy of it to the articles;
(B) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C) correct the incorrect statement or defective execution; and
(2) by delivering the articles of correction to the Secretary of State.
(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 28, eff. April 15, 2010.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.25. Filing duty of Secretary of State

§ 1.25. Filing duty of Secretary of State
(a) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of section 1.20 of this title, the Secretary of State shall file it.
(b) The Secretary of State files a document by recording it as “Filed,” together with the Secretary of State’s name and official title on the date and the time of receipt, on both the document and on the record of the receipt for the filing fee. After filing a document, except as provided in sections 5.03 and 15.10 of this title, the Secretary of State shall deliver a copy of the document to the domestic or foreign corporation or its representative.
(c) Upon refusing to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal.
(d) The Secretary of State’s duty to file documents under this section is ministerial. Filing or refusal to file a document does not:
(1) affect the validity or invalidity of the document in whole or in part;
(2) relate to the correctness or incorrectness of information contained in the document; or
(3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 29, eff. April 15, 2010.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.26. Appeal from Secretary of State’s refusal to file document

§ 1.26. Appeal from Secretary of State’s refusal to file document
(a) If the Secretary of State refuses to file a document delivered for filing to the Secretary of State’s Office, the domestic or foreign corporation may appeal the refusal to the Superior Court in the county where the corporation’s principal office, or if there is none in this State, its registered office, is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State’s explanation of the refusal to file.
(b) The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.
(c) The court’s final decision may be appealed as in other civil proceedings. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.27. Evidentiary effect of copy of filed document

§ 1.27. Evidentiary effect of copy of filed document
A certificate from the Secretary of State delivered with a copy of a document filed with the Secretary of State is conclusive evidence that the document is on file with the Secretary of State. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 30, eff. April 15, 2010.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.28. Certificate of good standing

§ 1.28. Certificate of good standing
(a) Any person may apply to the Secretary of State to furnish a certificate of good standing for a domestic or foreign corporation.
(b) The certificate of good standing sets forth:
(1) the domestic corporation’s corporate name or the foreign corporation’s corporate name used in this State;
(2) that:
(A) the domestic corporation is duly incorporated under the law of this State, the date of its incorporation, and the period of its duration if less than perpetual; or
(B) the foreign corporation is authorized to transact business in this State;
(3) that all fees and penalties owed to this State under section 1.22 of this title have been paid if:
(A) payment is reflected in the records of the Secretary of State; and
(B) nonpayment affects the good standing of the domestic or foreign corporation;
(4) that its most recent biennial report required by section 16.22 of this title has been delivered to the Secretary of State; and
(5) that articles of dissolution have not been filed.
(c) Subject to any qualification stated in the certificate, a certificate of good standing issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State.
(d) Subject to any qualification stated in the certificate, a certificate of good standing issued by the Secretary of State may be taken as prima facie evidence of the facts stated therein. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.29. Signing false documents

§ 1.29. Signing false documents
(a) No person may sign a document, knowing that the document is false in any material respect, and intending that the document be delivered to the Secretary of State for filing.
(b) A person who violates the provisions of subsection (a) of this section shall be fined not more than $1,000.00.
(c) A person harmed by reliance on a false document filed in violation of the provisions of subsection (a) of this section may bring an action against the person signing and filing such document for damages and such further relief as the court deems proper. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.30. Powers

§ 1.30. Powers
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State’s Office by this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.41. Notice

§ 1.41. Notice
(a) Notice under this title must be in writing unless oral notice is authorized in the bylaws of the corporation and is reasonable under the circumstances.
(b) Notice may be communicated in person; by telephone, voice mail, telegraph, teletype, facsimile, or other form of wire, wireless, or electronic communication; or by mail or private carrier, or other method of delivery. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.
(c) Notice to members. Written notice by a domestic or foreign corporation to its members, if in a comprehensible form, is effective when:
(1) mailed first class postpaid and correctly addressed to the member’s address as shown in the corporation’s current record of member’s; or
(2) electronically transmitted to the member in a manner authorized by the member.
(d) Notice to corporations. Written notice to a domestic or foreign corporation (authorized to transact business in this State) may be addressed to:
(1) its registered agent at its registered office;
(2) the corporation or its secretary at its principal office shown in its most recent biennial report; or
(3) in the case of a foreign corporation that has not yet delivered a biennial report, the corporation or its secretary at its principal office shown in its application for a certificate of authority.
(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:
(1) when received;
(2) five days after its deposit in the U.S. mail, as evidenced by the postmark, if mailed postpaid and correctly addressed;
(3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(f) Oral notice is effective when communicated if communicated in a comprehensible manner.
(g) If this title prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this title, those requirements govern. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 32, eff. April 15, 2010.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 1 - General Provisions › § 1.42. Judicial relief

§ 1.42. Judicial relief
(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this title, then upon petition of a director, officer, delegate, member, or the Attorney General, the Superior Court may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.
(b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, and this title, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.
(c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this title.
(d) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.
(e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 2 - Incorporation › § 2.01. Incorporators

§ 2.01. Incorporators
One or more persons of majority age may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 2 - Incorporation › § 2.02. Articles of incorporation

§ 2.02. Articles of incorporation
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that satisfies the requirements of section 4.01 of this title;
(2) one of the following statements:
(A) This corporation is a public benefit corporation.
(B) This corporation is a mutual benefit corporation.
(3) the street address of the corporation’s initial registered office and the name of its initial registered agent at that office;
(4) the name and address of each incorporator;
(5) whether or not the corporation will have members; and
(6) provisions not inconsistent with law regarding the distribution of assets on dissolution.
(b) The articles of incorporation may set forth:
(1) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
(2) the names and addresses of the individuals who are to serve as the initial directors;
(3) provisions not inconsistent with law regarding:
(A) managing and regulating the affairs of the corporation;
(B) defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members);
(C) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; and
(4) any provision that under this title is required or permitted to be set forth in the bylaws.
(c) Each incorporator and director named in the articles must sign the articles.
(d) The articles of incorporation need not set forth any of the corporate powers enumerated in this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 2 - Incorporation › § 2.03. Incorporation

§ 2.03. Incorporation
(a) Unless a delayed effective date is specified, the corporate existence begins when the Secretary of State issues a certificate of incorporation, after finding that the articles of incorporation conform to law, and that all fees imposed under section 1.22 of this title have been paid.
(b) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.
(c) The Secretary of State shall maintain a separate record of the number of corporations that deliver articles of incorporation to the Secretary for filing by electronic transmission. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 44d, eff. April 15, 2010.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 2 - Incorporation › § 2.04. Liability for preincorporation transactions

§ 2.04. Liability for preincorporation transactions
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for all liabilities created while so acting. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 2 - Incorporation › § 2.05. Organization of corporation

§ 2.05. Organization of corporation
(a) After incorporation:
(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(A) to elect directors and complete the organization of the corporation; or
(B) to elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or outside of this State in accordance with section 8.21 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 2 - Incorporation › § 2.06. Bylaws

§ 2.06. Bylaws
(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.
(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that are not inconsistent with law or the articles of incorporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 3 - Purposes and Powers › § 3.01. Purposes

§ 3.01. Purposes
(a) A corporation may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; fraternal; sororal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association.
(b) A corporation engaging in an activity that is subject to regulation under another statute of this State may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 3 - Purposes and Powers › § 3.03. Ultra vires

§ 3.03. Ultra vires
(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation’s power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director, or by a member or members in a derivative proceeding.
(c) A corporation’s power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the Attorney General. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 4 - Name › § 4.01. Corporate name

§ 4.01. Corporate name
(a) A corporate name:
(1) shall contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language;
(2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 of this title and its articles of incorporation;
(3) shall not have the word “cooperative” or any abbreviation thereof as part of its name; and
(4) shall not include any word not otherwise authorized by law.
(b) Except as authorized by subsections (c) and (d) of this section, a corporate name shall be distinguishable in the records of the Secretary of State from any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State.
(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable in the records from one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:
(1) the other corporation or business consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable in the records from the name of the applying corporation; or
(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this State.
(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the proposed user corporation:
(1) has merged with the other corporation;
(2) has been formed by reorganization of the other corporation; or
(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2015, No. 17, § 11.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 4 - Name › § 4.02. Reserved name

§ 4.02. Reserved name
(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant’s exclusive use for a 120-day period. Such 120-day period may be renewed no more than twice.
(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 4 - Name › § 4.03. Registered name

§ 4.03. Registered name
(a) A foreign corporation may register its corporate name or its corporate name with any addition required by section 15.06 of this title, if the name is distinguishable upon the records of the Secretary of State from:
(1) the corporate name of a nonprofit or business corporation incorporated or authorized to do business in this State; and
(2) a corporate name reserved under section 4.02 of this title or 11A V.S.A. § 4.02 or registered under this section.
(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 15.06 of this title, by delivering to the Secretary of State an application:
(1) setting forth its corporate name, or its corporate name with any addition required by section 15.06 of this title, the state or country and date of its incorporation, and a brief description of the nature of the activities in which it is engaged; and
(2) accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation.
(c) The name is registered for the applicant’s exclusive use upon the effective date of the application.
(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.
(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this title or by another foreign corporation thereafter authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 5 - Office and Agent › § 5.02. Change of registered office or registered agent

§ 5.02. Change of registered office or registered agent
(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:
(1) the name of the corporation;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street address of the new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of the new registered agent and the new agent’s written consent (either on the statement or attached to it) to the appointment; and
(6) that after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.
(b) If the street address of a registered agent’s office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 5 - Office and Agent › § 5.03. Resignation of registered agent

§ 5.03. Resignation of registered agent
(a) A registered agent may resign as registered agent by signing and delivering to the Secretary of State the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.
(b) After filing the statement, the Secretary of State shall mail one copy to the registered office (if not discontinued) and the other copy to the corporation at its principal office as shown in the most recent biennial report filed pursuant to section 16.22 of this title.
(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement is filed. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 5 - Office and Agent › § 5.04. Service on corporation

§ 5.04. Service on corporation
(a) The corporation’s registered agent shall be an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.
(b) Whenever a corporation shall fail to appoint or maintain a registered agent in this State, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such corporation upon whom any such process, notice, or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her, or with any clerk having charge of the corporation department of his or her office, duplicate copies of such process, notice, or demand. In the event any such process, notice, or demand is served on the Secretary of State, he or she shall immediately cause one of the copies thereof to be forwarded by registered or certified mail, return receipt requested, addressed to the corporation at its registered office.
(c) The Secretary of State shall keep a record of all processes, notices, and demands served upon the Secretary under this section, and shall record therein the time of such service and the Secretary’s action with reference thereto.
(d) Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law, or by rule. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 6 - Members and Membership › § 6.01. Admission

§ 6.01. Admission
(a) A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission.
(b) No person shall be admitted as a member without his or her consent. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)