The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 007 : Cooperatives

Subchapter 002 : THE COOPERATIVE MARKETING ACT

• § 995. Articles

  Each association formed under this subchapter shall prepare and file articles of incorporation setting forth:

  (1) The name of the association.

  (2) The purpose for which it is formed.

  (3) The place where its principal business will be transacted.

  (4) The names and addresses of the directors thereof who are to serve until the election and qualification of their successors.

  (5) The name and residence of the clerk.

  (6) When organized without capital stock, whether the property rights and interest of the members are equal, and, if unequal, the general rules applicable to all members by which the property rights and interest, respectively, of each member shall be determined and fixed, and provision for the admission of new members who shall be entitled to share in the property of the association in accordance with such general rules. This provision or paragraph of the certificate of organization shall not be altered, amended, or replaced except by the written consent or vote representing three-fourths of the members.

  (7) When organized with capital stock, the amount of such stock, the number of shares into which it is divided, and the par value thereof.

  (8) The capital stock may be divided into preferred and one or more classes of common stock. When so divided, the certificate of organization shall contain a statement of the number of shares of stock to which preference is granted, the number of shares of stock to which no preference is granted, and the nature and definite extent of the preference and privileges granted to each.

  (9) The articles of incorporation of any association organized under this subchapter may provide that the members or stockholders thereof shall have the right to vote in person or through another method of communication, including through a telecommunications or electronic medium, but a member or stockholder may not vote by proxy. This provision or paragraph of the articles of incorporation shall not be altered and shall not be subject to amendment.

  (10) In addition to the foregoing, the articles of incorporation of any association incorporated hereunder may contain any provision consistent with law with respect to management, regulation, government, financing, indebtedness, membership, the establishment of voting districts and the election of delegates for representative purposes, the issuance, retirement, and transfer of its stock, if formed with capital stock, or any provisions relative to the way or manner in which it shall operate or with respect to its members, officers, or directors and any other provisions relating to its affairs.

  (11) The certificate shall be subscribed by the incorporators and shall be sworn to by one or more of them; and shall be filed with the Secretary of State. A certified copy shall also be filed with the Secretary of Agriculture, Food and Markets.

  (12) When so filed, the certificate of organization or a certified copy thereof shall be received in the courts of this State as prima facie evidence of the facts contained therein and of the due incorporation of such association. (Amended 2003, No. 42, § 2, eff. May 27, 2003; 2015, No. 157 (Adj. Sess.), § B.1, eff. June 2, 2016; 2023, No. 85 (Adj. Sess.), § 13, eff. July 1, 2024.)