The Vermont Statutes Online

Title 11C: Mututal Benefit Enterprises

Chapter 011: Dissociation

• § 1101. Member’s dissociation

  (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will.

  (b) Unless the organic rules otherwise provide, a member’s dissociation from a mutual benefit enterprise is wrongful only if the dissociation:

  (1) breaches an express provision of the organic rules; or

  (2) occurs before the termination of the mutual benefit enterprise and:

  (A) the person is expelled as a member under subdivision (d)(3) or (4) of this section; or

  (B) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a member because it dissolved or terminated in bad faith.

  (c) Unless the organic rules otherwise provide, a person that wrongfully dissociates as a member is liable to the mutual benefit enterprise for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the person to the enterprise.

  (d) A member is dissociated from the mutual benefit enterprise as a member when:

  (1) the enterprise receives notice in a record of the member’s express will to dissociate as a member or, if the member specifies in the notice an effective date later than the date the enterprise received notice, on that later date;

  (2) an event stated in the organic rules as causing the member’s dissociation as a member occurs;

  (3) the member is expelled as a member under the organic rules;

  (4) the member is expelled as a member by the board of directors because:

  (A) it is unlawful to carry on the enterprise’s activities with the member as a member;

  (B) there has been a transfer of all the member’s financial rights in the enterprise, other than:

  (i) a creation or perfection of a security interest; or

  (ii) a charging order in effect under section 605 of this title which has not been foreclosed;

  (C) the member is a limited liability company, association, or partnership that has been dissolved, and its business is being wound up; or

  (D) the member is a corporation, cooperative, or mutual benefit enterprise and:

  (i) the member filed a certificate of dissolution or the equivalent, or the jurisdiction of formation revoked the enterprise’s charter or right to conduct business;

  (ii) the enterprise sends a notice to the member that it will be expelled as a member for a reason described in subdivision (i) of this subdivision (4)(D); and

  (iii) not later than 90 days after the notice was sent under subdivision (ii) of this subdivision (4)(D), the member did not revoke its certificate of dissolution or the equivalent, or the jurisdiction of formation did not reinstate the enterprise’s charter or right to conduct business; or

  (E) the member is an individual and is adjudged incompetent;

  (5) in the case of a member who is an individual, the individual dies;

  (6) in the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, all the trust’s financial rights in the enterprise are distributed;

  (7) in the case of a member that is an estate, the estate’s entire financial interest in the enterprise is distributed;

  (8) in the case of a member that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the member is terminated; or

  (9) the enterprise’s participation in a merger if, under the plan of merger as approved under article 16 of this title, the member ceases to be a member. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 1102. Effect of dissociation as member

  (a) Upon a member’s dissociation:

  (1) subject to section 1103 of this title, the person has no further rights as a member; and

  (2) subject to section 1103 of this title and article 16 of this title, any financial rights owned by the person in the person’s capacity as a member immediately before dissociation are owned by the person as a transferee.

  (b) A person’s dissociation as a member does not of itself discharge the person from any debt, obligation, or liability to the mutual benefit enterprise that the person incurred under the organic rules, by contract, or by other means while a member. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 1103. Power of estate of member

  Unless the organic rules provide for greater rights, if a member is dissociated because of death or is expelled by reason of being adjudged incompetent, the member’s personal representative or other legal representative may exercise the rights of a transferee of the member’s financial rights and, for purposes of settling the estate of a deceased member, may exercise the informational rights of a current member to obtain information under section 505 of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)