Title 11B, Title 11B: Nonprofit Corporations

§ 1.22. Filing; service and copying fees The Secretary of State shall collect the following fees when the documents described in this section are delivered to the Office of the Secretary of State for filing: (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 1997,…

§ 1.23. Effective date of document (a) Except as provided in subsection (b) of this section, subsection 1.24(c) of this title, and section 2.03 of this title, a document is effective: (1) at the time of filing on the date it is filed, as evidenced by any means the Secretary of St…

§ 1.24. Correcting filed document (a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document: (1) contains an incorrect statement; or (2) was defectively executed, attested, sealed, verified, or acknowledged; or (3) was undelivera…

§ 1.25. Filing duty of Secretary of State (a) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of section 1.20 of this title, the Secretary of State shall file it. (b) The Secretary of State files a document by recording it as …

§ 1.26. Appeal from Secretary of State’s refusal to file document (a) If the Secretary of State refuses to file a document delivered for filing to the Secretary of State’s Office, the domestic or foreign corporation may appeal the refusal to the Superior Court in the county where…

§ 1.27. Evidentiary effect of copy of filed document A certificate from the Secretary of State delivered with a copy of a document filed with the Secretary of State is conclusive evidence that the document is on file with the Secretary of State. (Added 1995, No. 179 (Adj. Sess.),…

§ 1.28. Certificate of good standing A person may request the Secretary of State to issue a certificate of good standing for a domestic or foreign corporation pursuant to 11 V.S.A. § 1657. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 15a, eff…

§ 1.29. Signing false documents (a) No person may sign a document, knowing that the document is false in any material respect, and intending that the document be delivered to the Secretary of State for filing. (b) A person who violates the provisions of subsection (a) of this sec…

§ 1.30. Powers The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State’s Office by this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 1.40. Definitions As used in this title: (1) “Approved by (or approval by) the members” means approved or ratified when the votes cast by the members favoring the action exceed the votes cast opposing the action, at a duly held meeting at which a quorum is present or by a writt…

§ 1.41. Notice (a) Notice under this title must be in writing unless oral notice is authorized in the bylaws of the corporation and is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, voice mail, telegraph, teletype, facsimile, or other …

§ 1.42. Judicial relief (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this title, then upon pe…

§ 2.01. Incorporators One or more persons of majority age may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 2.02. Articles of incorporation (a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of section 4.01 of this title. (2) One of the following statements: (A) This corporation is a public benefit corporation. (…

§ 2.03. Incorporation (a) Unless a delayed effective date is specified, the corporate existence begins when the Secretary of State issues a certificate of incorporation, after finding that the articles of incorporation conform to law, and that all fees imposed under section 1.22 …

§ 2.04. Liability for preincorporation transactions All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for all liabilities created while so acting. (Added 1995, No. 179 (Adj. Sess.)…

§ 2.05. Organization of corporation (a) After incorporation: (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporatio…

§ 2.06. Bylaws (a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that are not inconsistent with law or the articles of incorporat…

§ 3.01. Purposes (a) A corporation may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; so…

§ 3.02. General powers Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including witho…

§ 3.03. Ultra vires (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation’s power to act may be challenged in a proceeding against the cor…

§ 4.01. Corporate name (a) A corporate name: (1) shall contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language; (2) may not contain language statin…

§ 4.02. Reserved 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 17, eff. July 1, 2025…

§ 4.03. Registered name (a) A foreign corporation may register its corporate name, or its alternate name or corporate name with any addition required by section 15.06 of this title, if the name is distinguishable upon the records of the Secretary of State from: (1) the corporate …

§ 5.01. Registered office and registered agent for service of process Each corporation must continuously maintain in this State: (1) a registered office that may be the same as any of its places of business; and (2) a registered agent for service of process, pursuant to 11 V.S.A.…

§ 5.02. Change of registered office or registered agent for service of process A corporation may change its registered office or registered agent for service of process by delivering to the Secretary of State for filing a statement of change pursuant to 11 V.S.A. § 1655. (Added 1…

§ 5.03. Resignation of registered agent for service of process A registered agent may resign as registered agent by delivering to the Secretary of State a statement of resignation pursuant to 11 V.S.A. § 1655. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 202…

§ 5.04. Service on corporation A corporation is subject to the service of process provisions in 11 V.S.A. § 1656. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 18, eff. July 1, 2025.)

§ 6.01. Admission (a) A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. (b) No person shall be admitted as a member without his or her consent. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 6.02. Consideration Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 6.03. No requirement of members A corporation is not required to have members. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 6.20. Differences in rights and obligations of members All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All m…

§ 6.21. Transfers (a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom. (b) No member of a public benefit corporation may transfer a membership or any right arising t…

§ 6.22. Member’s liability to third parties A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 6.23. Member’s liability for dues, assessments, and fees A member may become liable to the corporation for dues, assessments, or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees d…

§ 6.24. Creditor’s action against member (a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisf…

§ 6.30. Resignation (a) A member may resign at any time. (b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 6.31. Termination; expulsion and suspension (a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried o…

§ 6.32. Purchase of memberships (a) A public benefit corporation may not purchase any of its memberships or any right arising therefrom. (b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursu…

§ 6.40. Derivative suits (a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: (1) any member or members having five percent or more of the voting power or by 50 members, whichever is less; or (2) any director. (b…

§ 6.50. Delegates (a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles or bylaws may set forth provisions relating to: (1) the characteristics, qualifications, rights, limitations, and obligations o…

§ 7.01. Annual meeting and regular meetings (a) A corporation with members shall hold an annual membership meeting at a time stated in or fixed in accordance with the bylaws, unless a different time is specifically set forth in the notice of meeting with the change in time being …

§ 7.02. Special meeting (a) A corporation with members shall hold a special meeting of members: (1) on call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) if the holders of at least five percent of the voting power sign, date, and deli…

§ 7.03. Court-ordered meeting (a) The Superior Court of the county where a corporation’s principal office (or, if none in this State, its registered office) is located may summarily order a meeting to be held: (1) on application of any member or other person entitled to participa…

§ 7.04. Action by written consent (a) Unless the articles of incorporation preclude the taking of action required or permitted by this title without a members’ meeting, action required or permitted by this title to be taken at a members’ meeting may be taken without a meeting if …

§ 7.05. Notice of meeting (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice which conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving n…