The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 003 : Incorporation of Professional Persons

• § 811. Death or disqualification of shareholders

  The articles of association may provide for the purchase or redemption of the shares of any shareholder upon the death or disqualification of such shareholder, or the same may be provided in the bylaws or by private agreement. In the absence of a provision for the same in the articles of association or the bylaws or by private agreement, the professional corporation shall purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in such corporation within 90 days after the death or disqualification of the shareholder, as the case may be. The price for such shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the professional corporation in accordance with the regular method of accounting used by such corporation. If the corporation shall fail to purchase such shares by the end of said 90 days, then the executor or administrator or other person representative of a deceased shareholder or a disqualified shareholder may bring an action in the Superior Court for the county in which the principal office of the professional corporation is located for the enforcement of this provision. If the plaintiff obtains judgment in such action he shall be entitled to recover the book value of the shares involved and his costs. The professional corporation shall repurchase such shares without regard to restrictions upon the repurchase of shares provided by the general corporation law. (1963, No. 218, § 12, eff. July 3, 1963; amended 1973, No. 193 (Adj. Sess.), § 3.)