Vermont Code — 11C
Browse 158 sections in division 11C of the Vermont code. Each section page includes the full statutory text, official source links, and citation guidance.
Sections (showing up to 300)
- § 101. Short title This title may be cited as the Mutual Benefit Enterprise Act. (Added 2011, No. 84 (Adj
- § 102. Definitions As used in this title, the following words have the following meanings:
- § 103. Mutual benefit enterprise subject to amendment or repeal A mutual benefit enterprise governed by this title is subject to any amendment or repeal. (Added 2011, No. 84 (Adj
- § 104. Nature of mutual benefit enterprise
- § 105. Purpose and duration of mutual benefit enterprise
- § 106. Powers A mutual benefit enterprise may sue and be sued in its own name and do all things necessary or convenient to carry on its activities
- § 107. Governing law The law of this State governs:
- § 108. Supplemental principles of law Unless displaced by particular provisions, the principles of law and equity supplement this title. (Added 2011, No. 84 (Adj
- § 109. Requirements of other laws
- § 110. Relation to restraint of trade and antitrust laws To the extent that a mutual benefit enterprise or activities
- § 111. Name
- § 112. Reservation of name A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to 11 V.S.A. § 1652. (Added 2011, No. 84 (Adj
- § 113. Effect of organic rules
- § 114. Required information
- § 115. Business transactions of member with mutual benefit enterprise Subject to sections 818 and 819-819c of this title, and
- § 116. Dual capacity A person may have a patron member’s interest and an investor member’s interest in a mutual benefit enterprise
- § 117. Designated office and agent for service of process A mutual benefit enterprise or a foreign enterprise that has a certificate of authority under section 1404 of this title shall designate and continuously maintain in this State:
- § 118. Change of designated office or agent for service of process A mutual benefit enterprise or foreign enterprise shall
- § 119. Resignation of agent for service of process An agent for service of process may resign as agent by submitting to the Secretary of State for filing a statement of resignation pursuant to 11 V.S.A. § 1655. (Added 2011, No. 84 (Adj
- § 120. Service of process A mutual benefit enterprise or foreign enterprise is subject to the service of process provisions in 11 V.S.A. § 1656. (Added 2011, No. 84 (Adj
- § 201. Signing of records delivered for filing to Secretary of State
- § 202. Signing and filing of records pursuant to judicial order
- § 203. Delivery to and filing of records by Secretary of State; effective time and date
- § 204. Correcting filed record
- § 205. Liability for inaccurate information in filed record If a record delivered to the Secretary of State for filing under
- § 206. Certificate of good standing A person may request the Secretary of State to issue a certificate of good standing for a domestic or foreign enterprise pursuant to 11 V.S.A. § 1657. (Added 2011, No. 84 (Adj
- § 207. Annual report for Secretary of State
- § 208. Filing fees The filing fees for records filed under this article by the Secretary of State are the same as those set forth for a limited liability company under 11 V.S.A. § 3013. (Added 2011, No. 84 (Adj
- § 301. Organizers A mutual benefit enterprise shall be organized by one or more organizers. (Added 2011, No. 84 (Adj
- § 302. Formation of mutual benefit enterprise; articles of organization
- § 303. Organization of mutual benefit enterprise
- § 304. Bylaws
- § 401. Authority to amend organic rules
- § 402. Notice and action on amendment of organic rules
- § 403. Method of voting on amendment of organic rules
- § 404. Voting by district, class, or voting group
- § 405. Approval of amendment
- § 406. Restated articles of organization
- § 407. Amendment or restatement of articles of organization; filing
- § 501. Members To begin business, a mutual benefit enterprise shall have at least two patron members unless the sole member is a cooperative. (Added 2011, No. 84 (Adj
- § 502. Becoming a member A person becomes a member: (1) as provided in the organic rules; (2) as the result of a merger or conversion under article 16 of this title; or (3) with the consent of all the members. (Added 2011, No. 84 (Adj
- § 503. No power as member to bind enterprise A member solely by reason of being a member may not act for or bind the mutual benefit enterprise. (Added 2011, No. 84 (Adj
- § 504. No liability as member for enterprise’s obligations Unless the articles of organization otherwise provide, a debt,
- § 505. Right of member and former member to information
- § 506. Annual meeting of members
- § 507. Special meeting of members
- § 508. Notice of members’ meeting
- § 509. Waiver of member’s meeting notice
- § 510. Quorum of members Unless the organic rules otherwise require a greater number of members or percentage of
- § 511. Voting by patron members Except as provided by subsection 512
- § 512. Determination of voting power of patron member
- § 513. Voting by investor members If the organic rules provide for investor members, each investor member has one vote unless the organic rules otherwise provide
- § 514. Voting requirements for members If a mutual benefit enterprise has both patron and investor members, the following rules apply:
- § 515. Manner of voting
- § 516. Action without a meeting
- § 517. Districts and delegates; classes of members
- § 601. Member’s interest A member’s interest:
- § 602. Patron and investor member’s interests
- § 603. Transferability of member’s interest
- § 604. Security interest and set-off
- § 605. Charging orders for judgment creditor of member or transferee
- § 701. Authority In this article, “marketing contract” means a contract between a mutual benefit enterprise and another person who need not be a patron member:
- § 702. Marketing contracts
- § 703. Duration of marketing contract The initial duration of a marketing contract may not exceed 10 years, but the contract may be self-renewing for additional periods not exceeding five years each
- § 704. Remedies for breach of contract
- § 801. Board of directors
- § 802. No liability as director for mutual benefit enterprise’s obligations
- § 803. Qualifications of directors
- § 804. Election of directors and composition of board
- § 805. Term of director
- § 806. Resignation of director A director may resign at any time by giving notice in a record to the mutual benefit enterprise
- § 807. Removal of director Unless the organic rules otherwise provide, the following rules apply:
- § 808. Suspension of director by board
- § 809. Vacancy on board
- § 810. Remuneration of directors Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under subsection 817
- § 811. Meetings
- § 812. Action without meeting
- § 813. Meetings and notice
- § 814. Waiver of notice of meeting
- § 815. Quorum
- § 816. Voting
- § 817. Committees
- § 818. Standards of conduct and liability
- § 819. Definitions For purposes of this section and sections 819a through 819c of this title:
- § 819a. Judicial action
- § 819b. Directors’ action
- § 819c. Members’ action
- § 820. Other considerations of directors In determining what the director reasonably believes to be in the best interests of the enterprise, a director may consider:
- § 821. Right of director or committee member to information A director or a member of a committee appointed under section 817
- § 822. Appointment and authority of officers
- § 823. Resignation and removal of officers
- § 901. Article definitions In this article:
- § 902. Authority to indemnify
- § 903. Mandatory indemnification
- § 904. Advance for expenses
- § 905. Court-ordered indemnification A director of the enterprise who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction
- § 906. Determination and authorization of indemnification
- § 907. Indemnification of officers, employees, and agents Unless an enterprise’s articles of organization limit indemnification of an officer, employee, or agent of the enterprise:
- § 908. Insurance An enterprise may purchase and maintain insurance on behalf of an individual who is or was a
- § 909. Application of article
- § 1001. Members’ contributions The organic rules shall establish the amount, manner, or method of determining any
- § 1002. Contribution and valuation
- § 1003. Contribution agreements
- § 1004. Allocations of profits and losses
- § 1005. Distributions
- § 1006. Redemption or repurchase
- § 1007. Limitations on distributions
- § 1008. Liability for improper distributions; limitation of action
- § 1101. Member’s dissociation
- § 1102. Effect of dissociation as member
- § 1103. Power of estate of member
- § 1201. Dissolution and winding up A mutual benefit enterprise is dissolved only as provided in this article and upon dissolution winds up in accordance with this article. (Added 2011, No. 84 (Adj
- § 1202. Nonjudicial dissolution Except as otherwise provided in sections 1203 and 1211 of this title, a mutual benefit enterprise is dissolved and its activities shall be wound up:
- § 1203. Judicial dissolution The Superior Court may dissolve a mutual benefit enterprise or order any action that under the circumstances is appropriate and equitable:
- § 1204. Voluntary dissolution before commencement of activity A majority of the organizers or initial directors of a mutual
- § 1205. Voluntary dissolution by the board and members
- § 1206. Winding up
- § 1207. Distribution of assets in winding up mutual benefit enterprise
- § 1208. Known claims against dissolved mutual benefit enterprise
- § 1209. Other claims against dissolved mutual benefit enterprise
- § 1210. Court proceeding
- § 1211. Administrative dissolution
- § 1212. Reinstatement following administrative dissolution
- § 1213. Denial of reinstatement; appeal
- § 1214. [Reserved.]
- § 1215. Statement of termination
- § 1301. Derivative action A member may maintain a derivative action to enforce a right of a mutual benefit enterprise if:
- § 1302. Proper plaintiff
- § 1303. Pleading In a derivative action to enforce a right of a mutual benefit enterprise, the complaint shall state:
- § 1304. Approval for discontinuance or settlement A derivative action to enforce a right of a mutual benefit enterprise may not be discontinued or settled without the court’s approval. (Added 2011, No. 84 (Adj
- § 1305. Proceeds and expenses
- § 1401. Governing law
- § 1402. Application for certificate of authority
- § 1403. Activities not constituting transacting business
- § 1404. Issuance of certificate of authority
- § 1405. Noncomplying name of foreign enterprise
- § 1406. Revocation of certificate of authority
- § 1407. Cancellation of certificate of authority; effect of failure to have certificate
- § 1408. Action by Attorney General The Attorney General may maintain an action in the Civil Division of the Superior
- § 1501. Disposition of assets not requiring member approval Unless the articles of organization otherwise provide, member approval under section 1502 of this title is not required for a mutual benefit enterprise to:
- § 1502. Member approval of other disposition of assets A sale, lease, exchange, license, or other disposition of assets of a
- § 1503. Notice and action on disposition of assets For a mutual benefit enterprise to dispose of assets under section 1502 of this title:
- § 1504. Disposition of assets
- § 1601. Definitions In this article:
- § 1602. Conversion
- § 1603. Action on plan of conversion by converting mutual benefit enterprise
- § 1604. Filings required for conversion; effective date
- § 1605. Effect of conversion
- § 1606. Merger
- § 1607. Notice and action on plan of merger by constituent mutual benefit enterprise
- § 1608. Approval or abandonment of merger by members
- § 1609. Filings required for merger; effective date
- § 1610. Effect of merger
- § 1611. Consolidation
- § 1612. Article not exclusive This article does not prohibit a mutual benefit enterprise from being converted or merged under law other than this title. (Added 2011, No. 84 (Adj
- § 1701. Uniformity of application and construction
- § 1702. Relation to electronic signatures in Global and National Commerce Act This title modifies, limits, or supersedes the
- § 1703. Savings clause This title does not affect an action or proceeding commenced, or right accrued, before the effective date. (Added 2011, No. 84 (Adj