Skip to content Skip to navigation Skip to subnav
Searching 2025-2026 Session
State House Dome Vermont General Assembly
Home
  • Bills & Resolutions

    Search

    • Bill, Act & Resolution Search

    Bills

    • Released for Introduction
    • House Bills
    • Senate Bills
    • All Bills – Both Chambers
    • Bills Passed
    • Vetoed by the Governor
    • Enacted Without Signature
    • Bills In/Out of Committee

    Resolutions

    • House Resolutions
    • Senate Resolutions
    • All Resolutions – Both Chambers
    • Resolutions Adopted

    Acts

    • Acts & Resolves
    • Acts Affecting VSA Sections

    Research

    • Legislative Reports & Research
  • Committees

    House Committees

    • Agriculture, Food Resiliency, & Forestry
    • Appropriations
    • Commerce & Economic Development
    • Corrections & Institutions
    • Education
    • Energy & Digital Infrastructure
    • Environment
    • General & Housing
    • Government Operations & Military Affairs
    • Health Care
    • House Discrimination Prevention Panel
    • House Ethics Panel
    • House Sexual Harassment Prevention Panel
    • Human Services
    • Judiciary
    • Rules
    • Transportation
    • Ways & Means

    Senate Committees

    • Agriculture
    • Appropriations
    • Economic Development, Housing & General Affairs
    • Education
    • Ethics
    • Finance
    • Government Operations
    • Health & Welfare
    • Institutions
    • Judiciary
    • Natural Resources & Energy
    • Rules
    • Sexual Harassment Prevention Panel
    • Transportation

    Committee Types

    • All Committees
    • House Committees
    • Senate Committees
    • Joint Committees
    • Other Committees
    • Committees of Conference

    All Committee Meetings

    • All Scheduled Committee Meetings
    • Complete Weekly Schedule
    • Streaming Links
    • Accessibility

    Research

    • Legislative Reports & Research
  • Vermont Laws

    Statutes

    • Vermont Statutes Online
    • Statutes Search
    • Vermont Statutes at Lexis/Nexis

    Constitution

    • Constitution of the State of Vermont

    Acts

    • Acts & Resolves
    • Acts Affecting VSA Sections

    Search

    • Bill, Act & Resolution Search

    Rules

    • State Agency Rules at Lexis/Nexis
    • Court Rules at Lexis/Nexis
    • Legislative Committee on Administrative Rules (LCAR)
  • House

    The House of Representatives

    • House Overview
    • Find Representatives
    • All Representatives
    • House Committees

    Officers

    • Speaker of the House
    • Clerk of the House

    Calendars & Journals

    • Current House Calendar
    • All House Calendars
    • Current House Journal
    • All House Journals
    • House Bills for Introduction
    • Journals of the Joint Assembly

    Rules

    • House Rules
    • Joint Rules

    Search

    • Search House Calendars & Journals

    Related Information

    • Streaming Links
  • Senate

    The Senate

    • Senate Overview
    • Find Senators
    • All Senators
    • Senate Committees

    Officers

    • President of the Senate (Lt. Governor)
    • President Pro Tempore
    • Secretary of the Senate

    Calendars & Journals

    • Current Senate Calendar
    • All Senate Calendars
    • Current Senate Journal
    • All Senate Journals
    • Senate Bills for Introduction
    • Journals of the Joint Assembly

    Rules

    • Senate Rules
    • Joint Rules

    Search

    • Search Senate Calendars & Journals

    Related Information

    • Streaming Links
  • Joint Fiscal Office
  • Reports & Research

    Reports

    • Reports & Research Overview
    • Find Legislative Reports

    Research

    • Bills, Resolutions, Acts & Constitutional Proposals
    • Witness History
    • Subject History
    • Committees
    • Senate
    • House
    • Reapportionment

    PRA Exemptions

    • PRA Exemptions in Order
    • PRA Exemptions by Subject
    • PRA Exemptions Subject to 1 VSA 317(d)(2)

    History

    • History of the General Assembly
  • The State House

    The State House

    • Visiting the State House
    • About the State House
    • Hours & Directions
    • Accessibility

    History

    • History of the General Assembly

    Civic Education

    • Flowchart: How a Bill Becomes Law
    • Video: The Bill Process From Draft To Act
    • Become a Legislative Page!
    • School Field Trips
    • About Legislative Committees

    Galleries

    • Images of the State House

    Events

    • Farmers Night Concert Series
  • Staff & Offices

    House

    • Speaker of the House
    • Clerk of the House

    Senate

    • President of the Senate (Lt. Governor)
    • President Pro Tempore
    • Secretary of the Senate

    Staff Offices

    • Legislative Counsel
    • Legislative Operations
    • Legislative Information Technology
    • Joint Fiscal Office
    • Sergeant at Arms
    • Capitol Police Department
    • Office of Human Resources

    Contact

    • Questions & Comments

    Career Opportunities

    • Career Opportunities
Search for: How to use this search

Searching 2025-2026 Session

Print

The Vermont Statutes Online

The Statutes below include the actions of the 2025 session of the General Assembly.

NOTE
: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.

Title 11B: Nonprofit Corporations

Chapter 003: Purposes and Powers

  • § 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; social; fraternal; sororal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association.

    (b) A corporation engaging in an activity that is subject to regulation under another statute of this State may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

  • § 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 without limitation, power:

    (1) to sue and be sued, complain, and defend in its corporate name;

    (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 regulating and managing 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, in its own name and for its own benefit, or in a fiduciary capacity;

    (5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of any property in which it has a legal or equitable interest;

    (6) to purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, securities or other interests in, or obligations of any entity;

    (7) to make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by covenants requiring the consent of another person to an action to be taken by the corporation, or by mortgage or pledge of any of its property, franchises, or income;

    (8) to lend money, invest and reinvest its funds and other property, and receive and hold real and personal property as security for repayment, except as limited by this chapter;

    (9) to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

    (10) to conduct its activities, locate offices, and exercise the powers granted by this title within or outside State;

    (11) to elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation;

    (12) to pay or contribute to pensions and establish pension plans, pension trusts, and other benefit and 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 and for other purposes, not inconsistent with law, that further the corporate interest;

    (14) to impose dues, assessments, and admission and transfer fees upon its members;

    (15) to establish conditions for admission to membership, admit members, and issue memberships;

    (16) to carry on a business in the furtherance of its purposes;

    (17) to delegate to any other person the authority to act for or in the name of the corporation;

    (18) to do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

  • § 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 corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director, or by a member or members in a derivative proceeding.

    (c) A corporation’s power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the Attorney General. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

Statutes
  • Vermont Statutes Online
  • Statutes Search
  • Vermont Statutes at Lexis/Nexis
Constitution
  • Constitution of the State of Vermont
Acts
  • Acts & Resolves
  • Acts Affecting VSA Sections
Rules
  • State Agency Rules at Lexis/Nexis
  • Court Rules at Lexis/Nexis
  • Legislative Committee on Administrative Rules (LCAR)

Contact

Vermont State House
115 State Street
Montpelier, VT 05633-5301
(802) 828-2228
sgtatarms@leg.state.vt.us


Capitol Police Department
802-828-2273

Member & Staff Links

Legislative Email Sign-on
Legislative Human Resources
Legislative Time Reporting
Legislative Expense Reporting
Test My MFA
How to Use This Website

Disclaimer

State Government

State of Vermont
Governor
Lieutenant Governor
Attorney General
Auditor
Secretary of State
Treasurer
Judiciary
State Agencies A-Z
State Telephone Directory

Noteworthy

Announcements
Scheduled Committee Meetings
Legislative Schedule


Site Resources

Sitemap | Disclaimers
Questions & Comments | Career Opportunities
Requests for Proposals | Accessibility


Comments or questions about the website? Fill out our feedback form and let us know.

Developers

Copyright 2026 State of Vermont. All rights reserved.

Website Design & Development by Bluehouse Group

Seal of Vermont