Title 11C, Title 11C: Mutual Benefit Enterprises

§ 105. Purpose and duration of mutual benefit enterprise (a) A mutual benefit enterprise is an entity distinct from its members. (b) A mutual benefit enterprise may be organized for any lawful purpose, whether or not for profit. (c) Unless the articles of organization state a ter…

§ 106. Powers A mutual benefit enterprise may sue and be sued in its own name and do all things necessary or convenient to carry on its activities. An enterprise may maintain an action against a member for harm caused to the enterprise by the member’s violation of a duty to the e…

§ 107. Governing law The law of this State governs: (1) the internal affairs of a mutual benefit enterprise; and (2) the liability of a member as member and a director as director for the debts, obligations, or other liabilities of a mutual benefit enterprise. (Added 2011, No. 84…

§ 108. Supplemental principles of law Unless displaced by particular provisions, the principles of law and equity supplement this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 109. Requirements of other laws (a) This title does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a mutual b…

§ 110. Relation to restraint of trade and antitrust laws To the extent that a mutual benefit enterprise or activities conducted by the enterprise in this State meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provision of t…

§ 111. Name (a) The name of a mutual benefit enterprise shall contain the words “mutual benefit enterprise” or the abbreviation “M.B.E.” or “MBE.” “Mutual” may be abbreviated as “Mut.” “Benefit” may be abbreviated as “Ben.” “Enterprise” may be abbreviated as “Ent.” (b) Unless oth…

§ 112. Reservation of 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 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2025, No. 10, § 22, eff. July 1…

§ 113. Effect of organic rules (a) The relations between a mutual benefit enterprise and its members are consensual. Unless required, limited, or prohibited by this title, the organic rules may provide for any matter concerning the relations among the members of the enterprise an…

§ 114. Required information (a) Subject to subsection (b) of this section, a mutual benefit enterprise shall maintain in a record available at its principal office: (1) a list containing the name, last known street address and, if different, mailing address, and term of office of…

§ 115. Business transactions of member with mutual benefit enterprise Subject to sections 818 and 819-819c of this title, and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business…

§ 116. Dual capacity A person may have a patron member’s interest and an investor member’s interest in a mutual benefit enterprise. When such person acts as a patron member, the person is subject to this title and the organic rules governing patron members. When such person acts …

§ 117. Designated office and agent for service of process A mutual benefit enterprise or a foreign enterprise that has a certificate of authority under section 1404 of this title shall designate and continuously maintain in this State: (1) an office, as its designated office, whi…

§ 118. Change of designated office or agent for service of process A mutual benefit enterprise or foreign enterprise shall change its designated office or agent for service of process information by submitting to the Secretary of State for filing a statement of change pursuant to…

§ 119. Resignation of agent for service of process An agent for service of process may resign as agent by submitting to the Secretary of State for filing a statement of resignation pursuant to 11 V.S.A. § 1655. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2…

§ 120. Service of process A mutual benefit enterprise or foreign enterprise is subject to the service of process provisions in 11 V.S.A. § 1656. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2025, No. 10, § 22, eff. July 1, 2025.)

§ 201. Signing of records delivered for filing to Secretary of State (a) A record delivered to the Secretary of State for filing pursuant to this title shall be signed as follows: (1) The initial articles of organization shall be signed by at least one organizer. (2) A statement …

§ 202. Signing and filing of records pursuant to judicial order (a) If a person required by this title to sign or deliver a record to the Secretary of State for filing does not do so, the Superior Court of the county of the mutual benefit enterprise’s principal office or the fore…

§ 203. Delivery to and filing of records by Secretary of State; effective time and date (a) A record authorized or required by this title to be delivered to the Secretary of State for filing shall be captioned to describe the record’s purpose, be in a medium and format permitted …

§ 204. Correcting filed record (a) A mutual benefit enterprise or foreign enterprise may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the enterprise or foreign enterprise to the Secretary of State and filed by …

§ 205. Liability for inaccurate information in filed record If a record delivered to the Secretary of State for filing under this title and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reliance on the information may recover dam…

§ 206. Certificate of good standing A person may request the Secretary of State to issue a certificate of good standing for a domestic or foreign enterprise pursuant to 11 V.S.A. § 1657. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2025, No. 10, § 23, eff. …

§ 207. Annual report for Secretary of State (a) A mutual benefit enterprise or foreign enterprise authorized to transact business in this State shall deliver to the Secretary of State for filing an annual report that states: (1) the name of the enterprise or foreign enterprise; (…

§ 208. Filing fees The filing fees for records filed under this article by the Secretary of State are the same as those set forth for a limited liability company under 11 V.S.A. § 3013. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 301. Organizers A mutual benefit enterprise shall be organized by one or more organizers. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 302. Formation of mutual benefit enterprise; articles of organization (a) To form a mutual benefit enterprise, an organizer of the enterprise shall deliver articles of organization to the Secretary of State for filing. The articles shall state: (1) the name of the enterprise; (…

§ 303. Organization of mutual benefit enterprise (a) After a mutual benefit enterprise is formed: (1) if initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business…

§ 304. Bylaws (a) Bylaws shall be in a record and, if not stated in the articles of organization, shall include: (1) a statement of the capital structure of the mutual benefit enterprise, including: (A) the classes or other types of members’ interests and relative rights, prefere…

§ 401. Authority to amend organic rules (a) A mutual benefit enterprise may amend its organic rules under this article for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an enterprise under section 304 of this title. (b) Unless the organic…

§ 402. Notice and action on amendment of organic rules (a) Except as provided in subsections 401(a) and 405(f) of this title, the organic rules of a mutual benefit enterprise may be amended only at a members’ meeting. An amendment may be proposed by either: (1) a majority of the …

§ 403. Method of voting on amendment of organic rules (a) A substantive change to a proposed amendment of the organic rules may not be made at the members’ meeting at which a vote on the amendment occurs. (b) A nonsubstantive change to a proposed amendment of the organic rules ma…

§ 404. Voting by district, class, or voting group (a) This section applies if the organic rules provide for voting by district or class or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members…

§ 405. Approval of amendment (a) Subject to section 404 of this title and subsections (c) and (d) of this section, an amendment to the articles of organization shall be approved by: (1) at least two-thirds of the voting power of members present at a members’ meeting called under …

§ 406. Restated articles of organization A mutual benefit enterprise, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the orig…

§ 407. Amendment or restatement of articles of organization; filing (a) To amend its articles of organization, a mutual benefit enterprise shall deliver to the Secretary of State for filing an amendment of the articles or restated articles of organization or articles of conversio…

§ 501. Members To begin business, a mutual benefit enterprise shall have at least two patron members unless the sole member is a cooperative. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 502. Becoming a member A person becomes a member: (1) as provided in the organic rules; (2) as the result of a merger or conversion under article 16 of this title; or (3) with the consent of all the members. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 503. No power as member to bind enterprise A member solely by reason of being a member may not act for or bind the mutual benefit enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 504. No liability as member for enterprise’s obligations Unless the articles of organization otherwise provide, a debt, obligation, or other liability of a mutual benefit enterprise is solely that of the enterprise and is not the debt, obligation, or liability of a member solel…

§ 505. Right of member and former member to information (a) Not later than 10 business days after receipt of a demand made in a record, a mutual benefit enterprise shall permit a member to obtain, inspect, and copy in the enterprise’s principal office required information listed …

§ 506. Annual meeting of members (a) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules. (b) An annual members’ meeting may be held inside or outside this State at the place stated in the or…

§ 507. Special meeting of members (a) A special meeting of members may be called only: (1) as provided in the organic rules; (2) by a majority vote of the board of directors on a proposal stating the purpose of the meeting; (3) by demand in a record signed by members holding at l…

§ 508. Notice of members’ meeting (a) A mutual benefit enterprise shall notify each member of the time, date, and place of a members’ meeting at least 15 and not more than 60 days before the meeting. (b) Unless the articles of organization otherwise provide, notice of an annual m…

§ 509. Waiver of member’s meeting notice (a) A member may waive notice of a members’ meeting before, during, or after the meeting. (b) A member’s participation in a members’ meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of…

§ 510. Quorum of members Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members’ meeting constitute a quorum. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

§ 511. Voting by patron members Except as provided by subsection 512(a) of this title, each patron member has one vote. The organic rules may allocate voting power among patron members as provided in subsection 512(a) of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. Apr…