Title 11, Title 11: Corporations, Partnerships and Associations

§ 1534. Appointment of commissioners, hearing If sufficient cause is shown, the court shall appoint three disinterested persons as commissioners, who shall fix a time and place for hearing, and give reasonable notice thereof to those who defend. If, at the time of giving such not…

§ 1535. Report and judgment When, upon such hearing, it appears to be for the best interests of a majority of the members of such corporation or society or the persons interested therein, that the same should be dissolved or moved, and that the property should be divided among th…

§ 1536. Further proceedings If no appeal is taken, the court shall issue its order directing the commissioners forthwith to carry out the provisions of such judgment and make return of their doings thereon to the clerk of the court and to the town clerk of the town where such cor…

§ 1537. Commissioner’s fees; costs Each commissioner shall receive $2.00 a day for his or her services and necessary expenses, to be paid by the State as in case of other commissioners appointed by the Superior Court. All other costs incurred shall be taxed as costs are taxed in …

§ 1571. Authority to act as trustee A religious state convention organized under the laws of this State is hereby authorized to act as trustee under deeds, wills, or otherwise when such convention is a beneficiary under the trust.

§ 1581. Short title This chapter shall be known as the “Cooperative Housing Ownership Act.” (Added 1987, No. 254 (Adj. Sess.), § 1, eff. June 16, 1988.)

§ 1582. Purpose The purpose of this chapter is to foster creation and preservation of affordable housing in Vermont by enabling individuals to form cooperative housing corporations, including limited equity cooperatives, for the purpose of developing, acquiring, owning, and opera…

§ 1583. Definitions The definitions contained in Title 11A shall apply to this chapter. As used in this chapter, the following terms shall have the meanings indicated, unless the context otherwise requires: (1) “Conversion” means a change in character of residential real property…

§ 1584. Application Any corporation organized under Title 11A may elect to be governed as a cooperative housing corporation under the provisions of this chapter. (Added 1987, No. 254 (Adj. Sess.), § 1, eff. June 16, 1988; amended 2023, No. 85 (Adj. Sess.), § 26, eff. July 1, 2024…

§ 1585. Name; use of “cooperative” The use of the terms “cooperative housing,” “housing cooperative,” or “cooperative apartments,” or any variants thereof in identification of dwelling units is reserved to cooperative housing corporations organized under this chapter. Except as a…

§ 1586. Property classification of cooperative interest (a) A cooperative interest is personal property. (b) The possessory interest evidenced by a proprietary lease is a part of and may not be severed from a cooperative interest. (Added 1987, No. 254 (Adj. Sess.), § 1, eff. June…

§ 1587. Perfection of security interests in cooperative interests (a) A security interest in a cooperative interest shall attach, be perfected, and be enforceable as provided in 9A V.S.A. Article 9. (b) On request of a secured party, a cooperative housing corporation shall note o…

§ 1588. Articles of incorporation; minimum requirements Articles of incorporation of cooperative housing corporations shall contain the following provisions in addition to those required by Title 11A: (1) a statement that the cooperative housing corporation shall have only one cl…

§ 1589. Subscriptions for membership prior to organization; organization meeting (a) Within two years after issuance of the certificate of incorporation of a cooperative housing corporation, the cooperative housing corporation shall secure memberships or subscription agreements r…

§ 1590. Minimum occupancy requirement Subject to the provisions of section 1589 of this title, at least 80 percent of a cooperative housing corporation’s occupied units shall be occupied by members. (Added 1987, No. 254 (Adj. Sess.), § 1, eff. June 16, 1988.)

§ 1591. Membership (a) A cooperative housing corporation shall be organized on a membership basis with capital stock. (b) A cooperative housing corporation shall have one class of stock and, therefore, one class of members, all of whom must be residents except as provided in subd…

§ 1592. Bylaws; minimum requirements The bylaws of a cooperative housing corporation shall contain procedures under which the cooperative housing corporation’s possessory remedy shall be pursued in the event of a member’s default and the rights of the defaulting member, in accord…

§ 1593. Membership shares; requirements A cooperative housing corporation shall issue shares to its members as evidence of their ownership of a cooperative interest. Such shares shall be in a form prescribed in the articles of incorporation or bylaws of the cooperative housing co…

§ 1594. Voting (a) The votes in a cooperative housing corporation shall be assigned so that each member has one vote. (b) Voting authority may not be assigned to nonresidents. (c) Nonmembers may be elected by the membership of the cooperative housing corporation to serve on the b…

§ 1595. Meetings; notice; quorum (a) Each cooperative housing corporation shall provide in its bylaws for one or more regular membership meetings annually. (b) Special membership meetings may be called by the president or the board of directors, and shall be called upon receipt b…

§ 1596. Directors; election; removal (a) The business of the cooperative housing corporation shall be managed by a board of directors of not less than three individuals, elected by the members from their own number, except as provided in subsection 1594(c) of this title. (b) In c…

§ 1597. Merger; consolidation Cooperative housing corporations shall not engage in mergers or consolidation if such action is undertaken for the purpose of circumventing section 1598, 1602, 1603, 1606, or 1607 of this title. (Added 1987, No. 254 (Adj. Sess.), § 1, eff. June 16, 1…

§ 1598. Limited equity cooperatives A cooperative housing corporation may organize as a limited equity cooperative in order to fulfill the public purpose of providing and preserving housing for persons and households of low and moderate income at the time that they purchase their…

§ 1599. Proprietary lease Every member of a cooperative housing corporation shall be entitled to receive from the cooperative housing corporation a written proprietary lease which shall include the following: (1) A provision that no sublease in excess of one year, no amendment, a…

§ 1600. Deposits; sale of cooperative interests; escrow Deposits taken in connection with the sale of cooperative interests by a cooperative housing corporation, with respect to units intended for residential use shall be deposited and held in an interest-bearing escrow account f…

§ 1601. Offering of cooperative interests; subscription agreement; disclosures required (a) In conjunction with the offering of cooperative interests to prospective members, a cooperative housing corporation, or other persons or entities seeking to establish a cooperative housing…

§ 1602. Consumer protection; enforcement (a) For purposes of this section, “consumer” means an actual or prospective subscriber, purchaser, member, assignee, or transferee of a cooperative interest with respect to a residential unit. A “consumer” includes a co-obligor or surety f…

§ 1603. Dissolution (a) By vote of at least 80 percent of its members or any larger percentage specified in the articles or bylaws, a cooperative housing corporation may vote to dissolve and terminate all of its proprietary leases. (b) A cooperative housing corporation shall have…

§ 1604. Loans Any lender is authorized to make loans secured by cooperative interests of a cooperative housing corporation, including limited equity cooperatives, upon the same terms and with the same limitations as other consumer and residential loans. (Added 1987, No. 254 (Adj.…

§ 1605. Net income; apportionment (a) Annually, the board of directors of a cooperative housing corporation may apportion the remainder of the net income in one or more of the following ways: (1) as a reserve fund for the general operation of the business; (2) as a dividend not t…

§ 1606. Conversion; cooperative apartments The provisions of 27 V.S.A. chapter 15, subchapter 2 shall apply to all proposed conversions of residential rental properties to cooperative ownership. “Conversion” shall be deemed to occur when a cooperative interest is first offered to…

§ 1607. Nondiscrimination The provisions of 9 V.S.A. chapter 139 shall apply to all cooperative housing corporations in the State. (Added 1987, No. 254 (Adj. Sess.), § 1, eff. June 16, 1988.)

§ 1608. Eligibility for property tax relief [Effective July 1, 2028 if contingency met; see also 11 V.S.A. § 1608 effective until contingency met, set out above] Members of cooperative housing corporations shall be eligible to apply for and receive a homestead property tax exempt…

§ 1609. Homestead exemption from attachment and execution The provisions of 27 V.S.A. chapter 3 shall apply to cooperative interests in cooperative housing corporations, notwithstanding characterization of cooperative interests as personal property. (Added 1987, No. 254 (Adj. Ses…

§ 1610. Separate taxation; mobile home cooperatives Each unit in a mobile home limited equity cooperative under proprietary lease, together with any improvements thereon and together with the proprietary lessee’s cooperative interest in the common areas and facilities owned by th…

§ 1621. Registration of assumed business names, partnership, and unincorporated nonprofit association (a) An individual doing business under an assumed business name, or a partnership or unincorporated nonprofit association of individuals doing business in this State, resident or…

§ 1622. Registration by legal representative of decedent If a person who was required by the provisions of section 1621 of this title to register with the Secretary of State failed so to do and dies, the legal representative of such deceased person may register under such section…

§ 1625. Fees (a) A person required by the provisions of this subchapter to file a return shall, at the time of filing as provided, pay a registration fee of $70.00 to the Secretary of State. (b) A person required by the provisions of this subchapter to file an amendment, a certif…

§ 1626. Failure to register; enforcing compliance (a) A person transacting business in this State who is not registered with the Secretary of State as required under this subchapter and any successor to the person or assignee of a cause of action arising out of the business of th…

§ 1628. Certificate of cessation of business; amendment (a) A registrant that ceases to do business in this State shall submit to the Secretary of State for filing a certificate of cessation of business not later than 10 days after the date of cessation. (b) A registrant that add…

§ 1635. Reregistration (a) A registrant shall reregister every five years by filing a reregistration with the Secretary of State with a fee of $65.00 not sooner than 60 days prior to the expiration of the original registration or of the last reregistration. The Secretary of State…

§ 1636. Termination of business name; hearing (a) If the Secretary of State declines to register a business because it is not distinguishable in the records of the Secretary from another business name, the applicant may request that the Secretary determine whether the person to w…

§ 1637. Authority to terminate and amend registration (a) The Secretary of State shall have the authority to: (1) terminate the registration of a person who, pursuant to an administrative order, a final court order, or an assurance of discontinuance, is not authorized to conduct …

§ 1638. Authority to reject, amend, or terminate (a) The Secretary of State shall have the authority to: (1) reject a record submitted for filing that the Secretary reasonably determines contains false, fraudulent, or clearly erroneous information; and (2) amend a record or termi…

§ 1639. Forms; procedures; rules The Secretary of State may adopt forms, procedures, and rules to implement the processes and provisions of governing business registration in this State. (Added 2025, No. 10, § 4, eff. July 1, 2025.)

§ 1652. Reserved name (a) A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing. The application shall state the name and address of the applicant and the name to be reserved. If the Secretary finds that the en…