The Vermont Statutes Online

Title 11C: Mututal Benefit Enterprises

Chapter 004: Amendment of Organic Rules of Mutual Benefit Enterprise

• § 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 rules otherwise provide, a member does not have a vested property right resulting from any provision in the organic rules, including a provision relating to the management, control, capital structure, distribution, entitlement, purpose, or duration of the mutual benefit enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 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 board of directors or a greater percentage if required by the organic rules; or

  (2) one or more petitions signed by at least 10 percent of the patron members or at least 10 percent of the investor members.

  (b) The board of directors shall call a members’ meeting to consider an amendment proposed pursuant to subsection (a) of this section. The meeting shall be held not later than 90 days following the proposal of the amendment by the board or receipt of a petition. The board shall mail or otherwise transmit or deliver in a record to each member:

  (1) the proposed amendment or a summary of the proposed amendment and a statement of the manner in which a copy of the amendment in a record may be reasonably obtained by a member;

  (2) a recommendation that the members approve the amendment or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;

  (3) a statement of any condition of the board’s submission of the amendment to the members; and

  (4) notice of the meeting at which the proposed amendment will be considered, which shall be given in the same manner as notice for a special meeting of members. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 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 may be made at the members’ meeting at which the vote on the amendment occurs and need not be separately voted upon by the board of directors.

  (c) A vote to adopt a nonsubstantive change to a proposed amendment to the organic rules shall be by the same percentage of votes as is required to pass a proposed amendment. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 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 with respect to matters identified in subdivisions 405(e)(1) through (5) of this title. Approval of the amendment requires the same percentage of votes of the members of that district, class, or voting group required in sections 405 and 514 of this title.

  (b) If a proposed amendment to the organic rules would affect members in two or more districts or classes entitled to vote separately under subsection (a) of this section in the same or a substantially similar way, the districts or classes affected shall vote as a single voting group unless the organic rules otherwise provide for separate voting. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 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 section 402 of this title; and

  (2) if the mutual benefit enterprise has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.

  (b) Subject to section 404 of this title and subsections (c), (d), (e), and (f) of this section, an amendment to the bylaws shall be approved by:

  (1) at least a majority vote of the voting power of all members present at a members’ meeting called under section 402 of this title, unless the organic rules require a greater percentage; and

  (2) if a mutual benefit enterprise has investor members, a majority of the votes cast by patron members, unless the organic rules require a larger affirmative vote by patron members.

  (c) The organic rules may require that the percentage of votes under subdivision (a)(1) or (b)(1) of this section be:

  (1) a different percentage that is not less than a majority of members voting at the meeting;

  (2) measured against the voting power of all members; or

  (3) a combination of subdivisions (1) and (2) of this subsection.

  (d) Consent in a record by a member shall be delivered to a mutual benefit enterprise before delivery of an amendment to the articles of organization or restated articles of organization for filing pursuant to section 407 of this title if as a result of the amendment the member will have:

  (1) personal liability for an obligation of the enterprise; or

  (2) an obligation or liability for an additional contribution.

  (e) The vote required to amend bylaws shall satisfy the requirements of subsection (a) of this section if the proposed amendment modifies:

  (1) the equity capital structure of the mutual benefit enterprise, including the rights of the enterprise’s members to share in profits or distributions or the relative rights, preferences, and restrictions granted to or imposed upon one or more districts, classes, or voting groups of similarly situated members;

  (2) the transferability of a member’s interest;

  (3) the manner or method of allocation of profits or losses among members;

  (4) the quorum for a meeting and the rights of voting and governance; or

  (5) unless otherwise provided in the organic rules, the terms for admission of new members.

  (f) Except for the matters described in subsection (e) of this section, the articles of organization may delegate amendment of all or a part of the bylaws to the board of directors without requiring member approval.

  (g) If the articles of organization delegate amendment of bylaws to the board of directors, the board shall provide a description of any amendment of the bylaws made by the board to the members in a record not later than 30 days after the amendment, but the description may be provided at the next annual members’ meeting if the meeting is held within the 30-day period. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 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 original articles as previously amended. Restated articles may contain amendments if the restated articles are adopted in the same manner and with the same vote as required for amendments to the articles under subsection 405(a) of this title. Upon filing, restated articles supersede the existing articles and all amendments. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 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 conversion or merger pursuant to article 16 of this title which contain one or more amendments of the articles of organization stating:

  (1) the name of the enterprise;

  (2) the date of filing of the enterprise’s initial articles; and

  (3) the changes the amendment makes to the articles as most recently amended or restated.

  (b) Before the beginning of the initial meeting of the board of directors, an organizer who knows that information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances shall promptly:

  (1) cause the articles to be amended; or

  (2) if appropriate, deliver an amendment to the Secretary of State for filing pursuant to section 203 of this title.

  (c) If restated articles of organization are adopted, the restated articles may be delivered to the Secretary of State for filing in the same manner as an amendment.

  (d) Upon filing, an amendment of the articles of organization or other record containing an amendment of the articles which has been properly adopted by the members is effective as provided in subsection 203(c) of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)