reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.53. Advance for expenses

§ 8.53. Advance for expenses
(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) the director furnishes the corporation a written affirmation of his or her good faith belief that the director has met the standard of conduct described in section 8.51 of this title;
(2) the director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and
(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this subchapter.
(b) The undertaking required by subdivision (a)(2) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 8.55 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.54. Court-ordered indemnification

§ 8.54. Court-ordered indemnification
A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:
(1) the director is entitled to mandatory indemnification under section 8.52 of this title, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or
(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 8.51 of this title or was adjudged liable as described in subsection 8.51(d), but if the director was adjudged so liable the director’s indemnification is limited to reasonable expenses incurred. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.55. Determination and authorization of indemnification

§ 8.55. Determination and authorization of indemnification
(a) Except as provided in section 8.53 of this title, a corporation may not indemnify a director under section 8.51 of this title prior to the final resolution of a proceeding, whether by judgment, order, settlement, conviction, plea, or otherwise, and unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 8.51.
(b) The determination required by subsection (a) of this section, in accordance with the terms of section 8.51 of this title, shall be made:
(1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(2) if a quorum cannot be obtained under subdivision (1) of this subsection, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;
(3) by written opinion of special legal counsel:
(A) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2) of this subsection; or
(B) if a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or
(4) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.
(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) of this section to select counsel. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.56. Indemnification of officers, employees, and agents

§ 8.56. Indemnification of officers, employees, and agents
Unless a corporation’s articles of incorporation limit indemnification of an officer, employee, or agent of the corporation:
(1) an officer of the corporation who is not a director is entitled to mandatory indemnification under section 8.52 of this title, and is entitled to apply for court-ordered indemnification under section 8.54 of this title, in each case to the same extent as a director;
(2) the corporation may indemnify and advance expenses under this subchapter to an officer, employee, or agent of the corporation who is not a director to the same extent as a director. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.57. Insurance

§ 8.57. Insurance
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him or her against the same liability under section 8.51 or 8.52 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.58. Application of subchapter

§ 8.58. Application of subchapter
(a) A provision treating a corporation’s indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this subchapter. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.
(b) This subchapter does not limit a corporation’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.61. Judicial action

§ 8.61. Judicial action
(a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director’s conflicting interest transaction.
(b) A director’s conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder, or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if:
(1) the directors’ action respecting the transaction was taken in compliance with section 8.62 of this title at any time;
(2) the shareholders’ action respecting the transaction was taken in compliance with section 8.63 of this title at any time; or
(3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 96, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.62. Directors’ action

§ 8.62. Directors’ action
(a) Directors’ action respecting a director’s conflicting interest transaction is effective for purposes of subdivision 8.61(b)(1) of this title if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors who voted on the transaction after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b) of this section, provided that:
(1) the qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and
(2) where the action has been taken by a committee, all members of the committee were qualified directors, and either:
(A) the committee was composed of all the qualified directors on the board of directors; or
(B) the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.
(b) Notwithstanding subsection (a) of this section, when a transaction is a director’s conflicting interest transaction only because a related person described in subdivisions 8.60(5)(E) and (F) of this title is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction:
(1) all information required to be disclosed that is not so violative;
(2) the existence and nature of the director’s conflicting interest; and
(3) the nature of the conflicted director’s duty not to disclose the confidential information.
(c) A majority, but no fewer than two, of all the qualified directors on the board of directors or on the committee constitutes a quorum for purposes of action that complies with this section.
(d) Where directors’ action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 97, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.01. Authority to amend

§ 10.01. Authority to amend
(a) A corporation may amend its articles of incorporation at anytime to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provision relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.02. Amendment by board of directors

§ 10.02. Amendment by board of directors
Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action:
(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) to delete the names and addresses of the initial directors;
(3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(4) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(5) to change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or
(6) to make any other change expressly permitted by this title to be made without shareholder action. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.03. Amendment proposed by board of directors to the shareholders

§ 10.03. Amendment proposed by board of directors to the shareholders
(a) A corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.
(b) For the amendment to be adopted:
(1) the board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(2) the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this section.
(c) The board of directors may condition its submission of the proposed amendment on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with section 7.05 of this title. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) Unless this title, the articles of incorporation, or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:
(1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters’ rights; and
(2) the votes required by sections 7.25 and 7.26 of this title by every other voting group entitled to vote on the amendment. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.04. Voting on amendments by voting group

§ 10.04. Voting on amendments by voting group
(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this title) on a proposed amendment if the amendment would:
(1) increase or decrease the aggregate number of authorized shares of the class;
(2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(3) effect an exchange or reclassification, or create the right of exchange, of all or part of all the shares of another class into shares of the class;
(4) change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(5) change the shares of all or part of the class into a different number of shares of the same class;
(6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preference with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(8) limit or deny an existing preemptive right of all or part of the shares of the class; or
(9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provided that the shares are nonvoting shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.05. Amendment before issuance of shares

§ 10.05. Amendment before issuance of shares
If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation’s articles of incorporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.06. Articles of amendment

§ 10.06. Articles of amendment
A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment adopted;
(3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) the date of each amendment’s adoption;
(5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required;
(6) if an amendment was approved by the shareholders:
(A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting;
(B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.07. Restated articles of incorporation

§ 10.07. Restated articles of incorporation
(a) A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder action.
(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in section 10.03 of this title.
(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
(d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 10.06 of this title.
(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(f) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d) of this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.08. Amendment pursuant to judicial reorganization

§ 10.08. Amendment pursuant to judicial reorganization
(a) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by section 2.02 of this title.
(b) The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment approved by the court;
(3) the date of the court’s order or decree approving the articles of amendment;
(4) the title of the reorganization proceeding in which the order or decree was entered; and
(5) a statement that the court had jurisdiction of the proceeding under federal statute.
(c) Shareholders of a corporation undergoing reorganization do not have dissenters’ rights except as and to the extent provided in the reorganization plan.
(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.09. Effect of amendment

§ 10.09. Effect of amendment
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.20. Amendment by board of directors or shareholders

§ 10.20. Amendment by board of directors or shareholders
(a) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:
(1) the articles of incorporation or this title reserve this power exclusively to the shareholders in whole or in part; or
(2) the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.21. Bylaw increasing quorum or voting requirement for shareholders

§ 10.21. Bylaw increasing quorum or voting requirement for shareholders
(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this section may not be adopted, amended, or repealed by the board of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.22. Bylaw increasing quorum or voting requirement for directors

§ 10.22. Bylaw increasing quorum or voting requirement for directors
(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:
(1) if originally adopted by the shareholders, only by the shareholders;
(2) if originally adopted by the board of directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subdivision (a)(2) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.02. Conversion authorized

§ 11.02. Conversion authorized
(a) By complying with sections 11.03 through 11.06 of this title, a domestic corporation may become a domestic organization that is a different type of organization.
(b) By complying with sections 11.03 through 11.06 of this title, a domestic organization may become a domestic corporation.
(c) By complying with sections 11.03 through 11.06 of this title applicable to foreign organizations, a foreign organization that is not a foreign corporation may become a domestic corporation if the conversion is authorized by the law of the foreign organization’s jurisdiction of formation.
(d) If a protected agreement contains a provision that applies to a merger of a domestic corporation but does not refer to a conversion, the provision applies to a conversion of the corporation as if the conversion were a merger until the provision is amended after July 1, 2017. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.03. Plan of conversion

§ 11.03. Plan of conversion
(a) A domestic corporation may convert to a different type of organization under section 11.02 of this title by approving a plan of conversion, and a domestic organization, other than a corporation, may convert into a domestic corporation by approving a plan of conversion. The plan shall be in a record and shall contain:
(1) the name of the converting corporation or organization;
(2) the name, jurisdiction of formation, and type of organization of the converted organization;
(3) the manner and basis for converting an interest holder’s interest in the converting organization into any combination of an interest in the converted organization and other consideration;
(4) the proposed public organizational documents of the converted organization if it will be an organization with public organizational documents filed with the Secretary of State;
(5) the full text of the private organizational documents of the converted organization that are proposed to be in a record;
(6) the other terms and conditions of the conversion; and
(7) any other provision required by the law of this State or the organizational documents of the converting corporation.
(b) A plan of conversion may contain any other provision not prohibited by law. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.04. Approval of conversion

§ 11.04. Approval of conversion
Subject to section 11.17 of this title and any contractual rights, a converting organization shall approve a plan of conversion as follows:
(1) a domestic corporation shall approve a plan of conversion in accordance with the procedures for approving a merger under section 11.10 of this title;
(2) any other organization shall approve a plan of conversion in accordance with its governing statute and its organizational documents; provided:
(A) if its organizational documents do not address the manner for approving a conversion, then a plan of conversion shall be approved by the same vote required under the organizational documents for a merger; and
(B) if its organizational documents do not provide for approval of a merger, then by the approval of the number or percentage of interest holders required to approve a merger under the governing statute. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.06. Statement of conversion; effective date of conversion

§ 11.06. Statement of conversion; effective date of conversion
(a) A converting organization shall sign a statement of conversion and deliver it to the Secretary of State for filing.
(b) A statement of conversion shall contain:
(1) the name, jurisdiction of formation, and type of organization prior to the conversion;
(2) the name, jurisdiction of formation, and type of organization following the conversion;
(3) if the converting organization is a domestic organization, a statement that the organization approved the plan of conversion in accordance with the provisions of this chapter, or, if the converting organization is a foreign organization, a statement that the organization approved the conversion in accordance with its governing statute; and
(4) the public organizational documents of the converted organization.
(c) A statement of conversion may contain any other provision not prohibited by law.
(d) If the converted organization is a domestic organization, its public organizational documents, if any, shall comply with the law of this State.
(e)(1) If a converted organization is a domestic corporation, its conversion takes effect when the statement of conversion takes effect.
(2) If a converted organization is not a domestic corporation, its conversion takes effect on the later of:
(A) the date and time provided by its governing statute; or
(B) when the statement of conversion takes effect. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.08. Merger authorized; plan of merger

§ 11.08. Merger authorized; plan of merger
(a) A corporation organized pursuant to this title may merge with one or more other constituent organizations pursuant to this section and sections 11.09 through 11.12 of this title and a plan of merger if:
(1) the governing statute of each of the other constituent organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other constituent organizations complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) the name and type of each constituent organization;
(2) the name and type of the surviving constituent organization and, if the surviving constituent organization is created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting an interest holder’s interest in each constituent organization into any combination of an interest in the surviving organization and other consideration;
(4) if the merger creates the surviving constituent organization, the surviving constituent organization’s organizational documents that are proposed to be in a record; and
(5) if the merger does not create the surviving constituent organization, any amendments to the surviving constituent organization’s organizational documents that are, or are proposed to be, in a record. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.09. Share exchange authorized; plan of share exchange

§ 11.09. Share exchange authorized; plan of share exchange
(a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts, and its shareholders, if required under section 11.10 of this title, approve a plan of share exchange.
(b) The plan of share exchange shall be in a record and shall include:
(1) the name of the corporation whose shares will be acquired and the name of the acquiring corporation; and
(2) the terms and conditions of the share exchange; including the manner and basis of exchanging the shares to be acquired in exchange for shares of the acquiring corporation or other consideration.
(c) The plan of share exchange may contain any other provision not prohibited by law. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.12. Effect of merger or share exchange

§ 11.12. Effect of merger or share exchange
(a) When a merger takes effect:
(1) the surviving constituent organization continues or comes into existence;
(2) each constituent organization that merges into the surviving constituent organization ceases to exist as a separate entity;
(3) the property of each constituent organization that ceases to exist vests in the surviving constituent organization without transfer, assignment, reversion, or impairment;
(4) the debts, obligations, and other liabilities of each constituent organization that ceases to exist continue as debts, obligations, and other liabilities of the surviving constituent organization;
(5) an action or proceeding pending by or against a constituent organization that ceases to exist continues as if the merger did not occur;
(6) except as prohibited by other law, the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving constituent organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for the purposes of chapter 14 of this title;
(9) if the merger creates the surviving constituent organization, its public organizational documents take effect; and
(10) if the surviving constituent organization preexists the merger, any amendments to its public organizational documents take effect.
(b)(1) A surviving constituent organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce a debt, obligation, or other liability the constituent organization owes, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability.
(2) A surviving constituent organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection.
(3) A person shall serve the Secretary of State under this subsection in the same manner, and the service has the same consequences, as in section 5.04 of this title.
(c) When a share exchange takes effect:
(1) the shares of each acquired constituent organization are exchanged as provided in the plan of share exchange; and
(2) the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under chapter 13 of this title. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.13. Domestication authorized

§ 11.13. Domestication authorized
(a) A foreign corporation may become a domestic corporation pursuant to this section and sections 11.14 through 11.17 of this title and a plan of domestication if:
(1) the foreign corporation’s governing statute and its organizational documents permit the domestication; and
(2) the foreign corporation complies with its governing statute and organizational documents.
(b) A domestic corporation may become a foreign corporation pursuant to this section and sections 11.14 through 11.17 of this title and a plan of domestication if:
(1) its organizational documents permit the domestication; and
(2) the corporation complies with this section and sections 11.14 through 11.17 of this title and its organizational documents.
(c) A plan of domestication shall be in a record and shall include:
(1) the name of the domesticating corporation before domestication and the jurisdiction of its governing statute;
(2) the name of the domesticated corporation after domestication and the jurisdiction of its governing statute;
(3) the terms and conditions of the domestication, including the manner and basis for converting an interest holder’s interest in the domesticating organization into any combination of an interest in the domesticated organization and other consideration; and
(4) the organizational documents of the domesticated corporation that are, or are proposed to be, in a record. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.14. Action on plan of domestication

§ 11.14. Action on plan of domestication
(a) A domesticating corporation shall approve a plan of domestication as follows:
(1) if the domesticating corporation is a domestic corporation, in accordance with this chapter and the corporation’s organizational documents; provided that:
(A) if its organizational documents do not specify the vote needed to approve domestication, then by the same vote required for a merger under its organizational documents; or
(B) if its organizational documents do not specify the vote required for a merger, then by the number or percentage of shareholders required to approve a merger under this chapter;
(2) if the domesticating corporation is a foreign corporation, as provided in its organizational documents and governing statute.
(b) Subject to any contractual rights, after a domesticating corporation approves a domestication and before it delivers articles of domestication to the Secretary of State for filing, the domesticating corporation may amend the plan or abandon the domestication:
(1) as provided in the plan; or
(2) except as otherwise prohibited by the plan, in the same manner it approved the plan. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.15. Filing required for domestication; effective date

§ 11.15. Filing required for domestication; effective date
(a) A domesticating corporation that approves a plan of domestication shall deliver to the Secretary of State for filing articles of domestication that include:
(1) a statement, as the case may be, that the corporation was domesticated from or into another jurisdiction;
(2) the name of the corporation and the jurisdiction of its governing statute prior to the domestication;
(3) the name of the corporation and the jurisdiction of its governing statute following domestication;
(4) the date the domestication takes effect under the governing statute of the domesticated company; and
(5) a statement that the corporation approved the domestication as required by the governing statute of the jurisdiction to which it is domesticating.
(b) When a domesticating corporation delivers articles of domestication to the Secretary of State pursuant to subsection (a) of this section, it shall include:
(1) if the domesticating corporation will be a domestic corporation, articles of incorporation pursuant to section 2.02 of this title;
(2) if the domesticating corporation will be a foreign corporation authorized to transact business in this State, an application for a certificate of authority pursuant to section 15.03 of this title; or
(3) if the domesticating corporation will be a foreign corporation that is not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title.
(c) A domestication takes effect:
(1) when the articles of domestication of the domesticating corporation take effect, if the corporation is domesticating to this State; and
(2) according to the governing statute of jurisdiction to which the corporation is domesticating. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.16. Effect of domestication

§ 11.16. Effect of domestication
(a) When a domestication takes effect:
(1) The domesticated corporation is for all purposes the corporation that existed before the domestication.
(2) The property owned by the domesticating corporation remains vested in the domesticated corporation.
(3) The debts, obligations, and other liabilities of the domesticating corporation continue as debts, obligations, and other liabilities of the domesticated corporation.
(4) An action or proceeding pending by or against a domesticating corporation continues as if the domestication had not occurred.
(5) Except as prohibited by other law, the rights, privileges, immunities, powers, and purposes of the domesticating corporation remain vested in the domesticated corporation.
(6) Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect.
(7) Except as otherwise agreed, the domestication does not dissolve a domesticating corporation for the purposes of this chapter 11.
(b)(1) A domesticated corporation that was a foreign corporation consents to the jurisdiction of the courts of this State to enforce a debt, obligation, or other liability the domesticating corporation owes, if, before the domestication, the domesticating corporation was subject to suit in this State on the debt, obligation, or other liability.
(2) A domesticated corporation that was a foreign corporation and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection.
(3) A person shall serve the Secretary of State under this subsection in the same manner, and the service has the same consequences, as in section 5.04 of this title.
(c) A corporation that domesticates in a foreign jurisdiction shall deliver to the Secretary of State for filing a statement surrendering the corporation’s certificate of organization that includes:
(1) the name of the corporation;
(2) a statement that the articles of incorporation are surrendered in connection with the domestication of the company in a foreign jurisdiction;
(3) a statement that the corporation approved the domestication as required by this title; and
(4) the name of the relevant foreign jurisdiction. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.17. Restriction on approval of conversion, merger, and domestication

§ 11.17. Restriction on approval of conversion, merger, and domestication
(a) An approval or amendment of a plan of conversion, plan of merger, or plan of domestication under this chapter is ineffective without the approval of each interest holder of a surviving constituent who will have personal liability for a debt, obligation, or other liability of the organization, unless:
(1) a provision of the organization’s organizational documents provides in a record that some or all of its interest holders may be subject to personal liability by a vote or consent of fewer than all of the interest holders; and
(2)(A) the interest holder voted for or consented in a record to the provision referenced in subdivision (1) of this subsection; or
(B) the interest holder became an interest holder after the organization adopted the provision referenced in subdivision (1) of this subsection.
(b) An interest holder does not provide consent as required in subdivision (a)(2)(A) of this section merely by consenting to a provision of the organizational documents that permits the organization to amend the organizational documents with the approval of fewer than all of the interest holders. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 11 - Conversion, Merger, Share Exchange, and Domestication › § 11.18. Chapter not exclusive

§ 11.18. Chapter not exclusive
(a) This chapter does not preclude an organization from being converted, merged, or domesticated under law other than this title.
(b) This chapter does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through means other than those included in this chapter. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)