Vt. Stat. Ann. tit. 11C, § 1205
Voluntary dissolution by the board and members
Redline — July 1, 2021 → current.View current text →
Current — June 1, 2022
As of July 1, 2021
(1) Except as otherwise provided in section 1204 of this title, for a mutual benefit enterprise to voluntarily dissolve: 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;
(1) Except as otherwise provided in section 1204 of this title, for a mutual benefit enterprise to voluntarily dissolve: 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
(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: the resolution required by subdivision (1) of this subsection;
(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: the resolution required by subdivision (1) of this subsection;
(4) 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
(4) 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
(5) notice of the members' meeting, which shall be given in the same manner as notice of a special meeting of members.
(5) notice of the members’ meeting, which shall be given in the same manner as notice of a special meeting of members.
(6) Subject to subsection (c) of this section, a resolution to dissolve shall be approved by: at least two-thirds of the voting power of members present at a members' meeting called under subdivision (a)(2) of this section; and
(6) Subject to subsection (c) of this section, a resolution to dissolve shall be approved by: at least two-thirds of the voting power of members present at a members’ meeting called under subdivision (a)(2) of this section; and
(7) 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.
(7) 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.
(8) The organic rules may require that the percentage of votes under subdivision (b)(1) of this section is: a different percentage that is not less than a majority of members voting at the meeting;
(8) The organic rules may require that the percentage of votes under subdivision (b)(1) of this section is: a different percentage that is not less than a majority of members voting at the meeting;
(9) measured against the voting power of all members; or
(9) measured against the voting power of all members; or
(10) a combination of subdivisions (1) and (2) of this subsection. Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.
(10) a combination of subdivisions (1) and (2) of this subsection.
Official source: Vermont General Assembly. Reproduced from public-domain Vermont statutes; confirm against the official source for the current text. Not legal advice.