The Vermont Statutes Online

Title 11B: Nonprofit Corporations

Chapter 002: Incorporation

• § 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.

  (B) This corporation is a mutual benefit corporation.

  (3) the street address of the corporation’s initial registered office and the name of its initial registered agent at that office;

  (4) the name and address of each incorporator;

  (5) whether or not the corporation will have members; and

  (6) provisions not inconsistent with law regarding the distribution of assets on dissolution.

  (b) The articles of incorporation may set forth:

  (1) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

  (2) the names and addresses of the individuals who are to serve as the initial directors;

  (3) provisions not inconsistent with law regarding:

  (A) managing and regulating the affairs of the corporation;

  (B) defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members);

  (C) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; and

  (4) any provision that under this title is required or permitted to be set forth in the bylaws.

  (c) Each incorporator and director named in the articles must sign the articles.

  (d) The articles of incorporation need not set forth any of the corporate powers enumerated in this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 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 of this title have been paid.

  (b) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.

  (c) The Secretary of State shall maintain a separate record of the number of corporations that deliver articles of incorporation to the Secretary for filing by electronic transmission. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 44d, eff. April 15, 2010.)

• § 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.), § 1, eff. Jan. 1, 1997.)

• § 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 corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

  (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

  (A) to elect directors and complete the organization of the corporation; or

  (B) to elect a board of directors who shall complete the organization of the corporation.

  (b) Action required or permitted by this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

  (c) An organizational meeting may be held in or outside of this State in accordance with section 8.21 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 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 incorporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)