The Vermont Statutes Online

Title 11C: Mututal Benefit Enterprises

Chapter 003: Formation and Initial Articles of Organization of Mutual Benefit Enterprise

• § 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;

  (2) the purposes for which the enterprise is formed;

  (3) the street address and, if different, mailing address of the enterprise’s initial designated office and the name of the enterprise’s initial agent for service of process at the designated office;

  (4) the street address and, if different, mailing address of the initial principal office;

  (5) the name and street address and, if different, mailing address of each organizer; and

  (6) the term for which the enterprise is to exist if other than perpetual.

  (b) Subject to subsection 113(a) of this title, articles of organization may contain any other provisions in addition to those required by subsection (a) of this section.

  (c) A mutual benefit enterprise is formed after articles of organization that substantially comply with subsection (a) of this section are delivered to the Secretary of State, are filed, and become effective under subsection 203(c) of this title.

  (d) If articles of organization filed by the Secretary of State provide for a delayed effective date, a mutual benefit enterprise is not formed if, before the articles take effect, an organizer signs and delivers to the Secretary of State for filing a statement of cancellation. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 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 necessary or proper to complete the organization of the enterprise; or

  (2) if initial directors are not named in the articles of organization, the organizers shall designate the initial directors and call a meeting of the initial directors to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the enterprise.

  (b) Unless the articles of organization otherwise provide, the initial directors may cause the mutual benefit enterprise to accept members, including those necessary for the enterprise to begin business.

  (c) Initial directors need not be members.

  (d) An initial director serves until a successor is elected and qualified at a members’ meeting or the director is removed, resigns, is adjudged incompetent, or dies. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 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, preferences, and restrictions granted to or imposed upon each class or other type of member’s interest; and

  (B) the rights to share in profits or distributions of the enterprise;

  (2) a statement of the method for admission of members;

  (3) a statement designating voting and other governance rights, including which members have voting power and any restriction on voting power;

  (4) a statement that a member’s interest is transferable if it is to be transferable and a statement of the conditions upon which it may be transferred;

  (5) a statement concerning the manner in which profits and losses are allocated and distributions are made among patron members and, if investor members are authorized, the manner in which profits and losses are allocated and how distributions are made among investor members and between patron members and investor members;

  (6) a statement concerning:

  (A) whether persons who are not members but who conduct business with the enterprise may be permitted to share in allocations of profits and losses and receive distributions; and

  (B) the manner in which profits and losses are allocated and distributions are made with respect to those persons; and

  (7) a statement of the number and terms of directors or the method by which the number and terms are determined.

  (b) Subject to subsection 113(c) of this title and the articles of organization, bylaws may contain any other provision for managing and regulating the affairs of the enterprise.

  (c) In addition to amendments permitted under article 4 of this title, the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)