Vermont § 1205 - Voluntary dissolution by the board and members

§ 1205. Voluntary dissolution by the board and members

• (a) Except as otherwise provided in section 1204 of this title, for a mutual benefit enterprise to voluntarily dissolve: (1) a resolution to dissolve shall be approved by a majority vote of the board of directors
  unless a greater percentage is required by the organic rules; (2) the board of directors shall call a members’ meeting to consider the resolution, to
  be held not later than 90 days after adoption of the resolution; and (3) the board of directors shall mail or otherwise transmit or deliver to each member
  in a record that complies with section 508 of this title: (A) the resolution required by subdivision (1) of this subsection; (B) a recommendation that the members vote in favor of the resolution or, if the board
  determines that because of conflict of interest or other special circumstances it
  should not make a favorable recommendation, the basis of that determination; and (C) notice of the members’ meeting, which shall be given in the same manner as notice
  of a special meeting of members. (b) Subject to subsection (c) of this section, a resolution to dissolve shall be approved
  by: (1) at least two-thirds of the voting power of members present at a members’ meeting called
  under subdivision (a)(2) of this section; and (2) if the mutual benefit enterprise has investor members, at least a majority of the
  votes cast by patron members, unless the organic rules require a greater percentage. (c) The organic rules may require that the percentage of votes under subdivision (b)(1)
  of this section is: (1) a different percentage that is not less than a majority of members voting at the meeting; (2) measured against the voting power of all members; or (3) a combination of subdivisions (1) and (2) of this subsection. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)