Title 11, Title 11: Corporations, Partnerships and Associations

§ 1020. Enjoining breach In case of any such breach or threatened breach of such marketing contract by a member, a Superior Court may restrain by injunction further breach of the contract and may decree specific performance thereof. Pending the termination of such an action and u…

§ 1021. Liability of landowner, landlord or lessor In any action upon such marketing agreement, it shall be conclusively presumed that a landowner, landlord, or lessor is able to control the delivery of products produced on his or her land by tenants or others, whose tenancy, pos…

§ 1022. Payment in stock When an association with preferred capital stock shall purchase the stock or any property or interest, it may discharge the obligation so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to an amou…

§ 1023. Ownership or control of other business organizations An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of, any other business organization engaged in preserving, drying, processing, canning, packing, storing, handl…

§ 1024. Warehouse receipts An association engaged in warehousing may issue negotiable or nonnegotiable warehouse receipts of the association against the commodities delivered, and such warehouse receipts shall be considered as adequate collateral to the extent of the usual and cu…

§ 1025. Joint agreements Upon resolution adopted by its board of directors, an association may enter into all necessary and proper contracts or arrangements with any other cooperative corporation, association, or associations, formed in this or in any other state, for the coopera…

§ 1026. Annual report An association formed under this subchapter shall prepare and submit at its annual meeting an annual report containing the name of the association, its principal place of business, a general statement of its business operations during the fiscal year, showin…

§ 1027. Foreign corporations A corporation or association organized under generally similar laws of another state shall be allowed to carry on any proper activities, operations, and functions in this State upon compliance with the general regulations applicable to foreign corpora…

§ 1028. Application to existing corporations By a majority vote of its directors, and the vote in meeting assembled of the holders of two-thirds of the outstanding stock, or, if the stock is divided into classes, by the vote of the holders of two-thirds of each class of outstandi…

§ 1029. Soliciting breach of contract A person or corporation whose officers or employees knowingly induce or attempt to induce a member or stockholder of an association organized hereunder, or organized under similar statutes of other states, with similar restrictions and rights…

§ 1030. Conspiracies or combinations in restraint of trade An association organized under this subchapter and complying with the terms hereof shall not be deemed to be a conspiracy or a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition, …

§ 1031. Penalties An officer or director who shall subscribe or make oath to any certificate provided for in sections 995 and 996 of this title, which shall contain a false statement, known by such person to be false or who shall do any act relative to the issue of capital stock …

§ 1061. Procedure Two or more cooperative associations organized under, or which have adopted the provisions of subchapter 2 of this chapter, or similar laws of other states, whether having or not having capital stock, may merge or consolidate into one cooperative association whi…

§ 1062. Filing of articles The articles of merger or consolidation, or a duplicate original thereof, or a copy duly certified by the clerk or secretary of the consolidating cooperative or the new cooperative, shall be filed in the Office of the Secretary of State of this State an…

§ 1063. Fee For filing articles of merger or consolidation the new cooperative shall pay $20.00 to the Secretary of State; and for filing an amendment thereof $10.00. (Amended 1963, No. 37, § 5; 1967, No. 278 (Adj. Sess.), § 8.)

§ 1064. Powers The new cooperative, in addition to the general powers of cooperative associations granted by subchapter 1 of this chapter, shall possess and enjoy all the rights, privileges, powers, franchises, immunities, exemptions, and benefits of each of the consolidating coo…

§ 1065. Preservation of rights and liabilities All rights of creditors and liens upon the property of the consolidating cooperatives shall be preserved unimpaired; and all debts, liabilities, and duties of each consolidating cooperative shall thenceforth become the obligation of …

§ 981. General cooperative corporation; use of “cooperative.” A corporation formed under Title 11A shall not have the word “cooperative” or any abbreviation thereof as part of its name, unless the corporation is a worker cooperative corporation organized under chapter 8 of this t…

§ 991. Definitions As used in this subchapter, unless the context or subject matter otherwise requires: (1) “Agricultural products” includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and any farm products. (2) “Association” means any nonprofit coopera…

§ 992. Use of “cooperative” The use of the word “cooperative” as a part of the name of any person is hereby limited to such persons as are legally organized and chartered under the provisions of this chapter or chapter 8 or 14 of this title. (Amended 1985, No. 46, § 4; 1987, No. …

§ 993. Subscribers Five or more persons, a majority of whom are residents of this State, may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this subchapter.

§ 994. Powers Each association incorporated under this subchapter shall have the following powers: (1) In the case of a marketing cooperative, the power to engage in any activity in connection with the purchasing, marketing, selling, preserving, harvesting, drying, processing, ma…

§ 995. Articles Each association formed under this subchapter shall prepare and file articles of incorporation setting forth: (1) The name of the association. (2) The purpose for which it is formed. (3) The address of its principal office in this State, and the name, email, and a…

§ 996. Amendment of articles; statement of change (a) The articles of incorporation may be altered or amended except as otherwise provided in this subchapter at any regular meeting or any special meeting called for that purpose. An amendment must first be approved by two-thirds o…

§ 997. Fee For filing articles of incorporation, an association shall pay $20.00 to the Secretary of State, and for filing an amendment thereto, $10.00. (Amended 1963, No. 37, § 4; 1967, No. 278 (Adj. Sess.), § 7; 2025, No. 10, § 3, eff. July 1, 2025.)

§ 998. Members Under the terms and conditions prescribed in its bylaws, a marketing cooperative may admit as members, or issue common stock to, only cooperative marketing associations legally formed under the laws of this State, or persons engaged in the production of the agricul…

§ 999. Proxies If a member of a nonstock association be other than a natural person, such member may be represented by any individual, associate, officers, manager, or member thereof duly authorized in writing.

§ 1081. Short title This chapter shall be known and may be cited as the Worker Cooperative Corporations Act. (Added 1985, No. 46, § 1.)

§ 1082. Definitions As used in this chapter, unless the context clearly requires otherwise, the term: (1) “Worker cooperative” means a corporation which has elected to be governed by this chapter. (2) “Person” means a natural person. (3) “Member” means a person who has been accep…

§ 1083. Corporations organized under Title 11A; election to be governed as worker cooperative Any corporation organized under Title 11A may elect to be governed as a worker cooperative under the provisions of this chapter, by so stating in its articles of incorporation or article…

§ 1084. Revocation of election A worker cooperative may revoke its election under this chapter by a vote of majority of the members and through articles of amendment filed in accordance with 11A V.S.A. chapter 1. (Added 1985, No. 46, § 1; amended 2023, No. 85 (Adj. Sess.), § 18, …

§ 1085. Corporate name A worker cooperative may include the word “cooperative” or any abbreviation of that word in its corporate title. (Added 1985, No. 46, § 1.)

§ 1086. Members’ membership shares; fees; rights and responsibilities (a) The articles of incorporation or the bylaws shall establish qualifications and the method of acceptance of members. No person may be accepted as a member unless employed by the worker cooperative on a regul…

§ 1087. Voting shares; bylaws; amendment of articles of organization (a) No capital stock other than membership shares shall be given voting power in a worker cooperative except as otherwise provided in this chapter or in the articles of incorporation. (b) Notwithstanding 11A V.S…

§ 1088. Net earnings or losses; apportionment, distribution, and payment (a) The net earnings or losses of a worker cooperative shall be apportioned and distributed at such times and in such manner as the articles of incorporation or bylaws shall specify. Net earnings declared as…

§ 1089. Directors; officers (a) The bylaws of a worker cooperative shall provide for the election, terms, classifications, if any, and removal of directors and officers in accordance with the provisions of this chapter or the provisions of 11A V.S.A. chapter 8. (b) Nonmembers may…

§ 1090. Internal capital accounts; recall or redemption of shares; interest; collective reserve account (a) A worker cooperative may provide in its bylaws that it shall operate as an internal capital account cooperative. Any worker cooperative may establish through its articles o…

§ 1091. Internal capital account cooperatives (a) An internal capital account cooperative is a worker cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective account, and in which no persons other than members own c…

§ 1092. Conversion of membership shares and internal capital accounts upon revocation of election; consolidation or merger (a) If any worker cooperative revokes its election in accordance with section 1084 of this title, the articles of incorporation or articles of amendment shal…

§ 1471. Notice of meeting to provide for repairs When a building owned and used as a house of public worship needs repairs, and the owners are not a corporation or incorporated association, or have not the power by their charter or articles of association to repair such building,…

§ 1472. Organization of meeting At the time appointed, such meeting shall be organized by the election of a chair and a secretary. (Amended 2013, No. 161 (Adj. Sess.), § 72.)

§ 1473. Voting and assessment Owners of pews shall have one vote for each pew. At the meeting, a committee of three shall be elected by ballot, who shall appraise each interest and establish the proportion each interest shall bear to the whole. The charges for such repairs shall …

§ 1474. Assessment of pews At such meeting, the majority of such owners or proprietors may assess the pews in such house for defraying the expenses of repairing the house, and direct and make such repairs as the majority deem necessary.

§ 1475. Sale of pews for nonpayment When the owner or occupant of a pew so assessed does not pay the assessment to the person authorized by the meeting to collect the same, upon three weeks’ notice and demand made after the completion of the repairs, which notice and demand shall…

§ 1476. Redemption Within six months after the sale, the owner or occupant may redeem the property by paying to the person entitled to receive the same, the purchase price with accrued interest. If such property is not redeemed, the collector shall thereupon execute and deliver t…

§ 1501. Procedure The word “persons” as used in sections 42 and 1925 of this title shall apply to and include churches and religious or ecclesiastical corporations or societies. Churches and religious or ecclesiastical corporations or societies desiring to unite and form a corpor…