§ 3.01. Purposes
(a) Every corporation incorporated under this title has the purpose of engaging in any
lawful business unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another statute
of this State may incorporate under this title only if permitted by, and subject to
all limitations of, the other statute, including:
(1) banks, savings and loan associations, credit unions, and other financial institutions
regulated under Title 8;
(2) insurance companies regulated under Title 8;
(3) public service utilities regulated under Title 30;
(4) railroad companies regulated under Title 19; and
(5) professional corporations under 11 V.S.A. chapter 3 or 4. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2001, No. 77 (Adj. Sess.), § 4.)
§ 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 and convenient to carry out its business and affairs, including
without limitation power:
(1) To sue and be sued, complain and defend in its corporate name. A court or other adjudicative
body shall permit a corporation to appear through a nonattorney representative if:
(A) the proposed nonattorney representative is authorized to represent the corporation;
(B) the proposed nonattorney representative demonstrates adequate legal knowledge and
skills to represent the organization without unduly burdening the opposing party or
the court; and
(C) the proposed nonattorney representative shares a common interest with the corporation.
(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile
of it, by impressing or affixing it or in any other manner reproducing it.
(3) To make and amend bylaws, not inconsistent with its articles of incorporation or with
the laws of this State, for managing the business and regulating the affairs of the
corporation.
(4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and
otherwise deal with, real or personal property, or any legal or equitable interest
in property, wherever located.
(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or
any part of the property.
(6) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell,
mortgage, lend, pledge, or otherwise dispose of; and deal in or with shares or other
interests in, or obligations of, any other entity.
(7) To make contracts, including partnership agreements, and guarantees, and incur liabilities,
borrow money at such rates of interest as the corporation may determine, issue its
notes, bonds, and other obligations (which may be convertible into or include the
option to purchase other securities of the corporation), and secure any of its obligations
by covenants requiring the consent of another person to an action to be taken by the
corporation and by mortgage or pledge of any of its property, franchises, or income.
(8) To lend money, invest and reinvest its funds, and receive and hold real and personal
property as security for repayment.
(9) To be a promoter, partner, member, associate, or manager of any partnership, joint
venture, trust, or other entity.
(10) To conduct its business, locate offices, and exercise the powers granted by this title
within or outside this State.
(11) To elect directors and appoint officers, employees, and agents of the corporation,
define their duties, fix their compensation, and lend them money and credit.
(12) To pay pensions and establish pension plans, pension trusts, profit sharing plans,
share bonus plans, share option plans, and benefit or incentive plans for any or all
of its current or former directors, officers, employees, and agents.
(13) To make donations for the public welfare or for charitable, scientific, or educational
purposes.
(14) To transact any lawful business that will aid governmental policy.
(15) To make payments or donations, or do any other act, not inconsistent with law, that
furthers the business and affairs of the corporation.
(16) To delegate to any other person the authority to act for or in the name of the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
§ 3.04. 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:
(1) in a proceeding by a shareholder against the corporation to enjoin the act;
(2) in a proceeding by the corporation, directly, derivatively, or through a receiver,
trustee, or other legal representative, against an incumbent or former director, officer,
employee, or agent of the corporation; or
(3) in a proceeding by the attorney general under section 14.30 of this title.
(c) In a shareholder’s proceeding under subdivision (b)(1) of this section, to enjoin
an unauthorized corporate act, the court may enjoin or set aside the act, if equitable
and if all affected persons are parties to the proceeding, and may award damages for
loss (other than anticipated profits) suffered by the corporation or another party
because of enjoining the unauthorized act. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)