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Searching 2023-2024 Session

The Vermont Statutes Online

The Vermont Statutes Online does not include the actions of the 2024 session of the General Assembly. We expect them to be updated by November 1st.

NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.

Title 11A : Vermont Business Corporations

Chapter 010 : Amendment of Articles of Incorporation and Bylaws

Subchapter 001 : Articles of Incorporation

(Cite as: 11A V.S.A. § 10.08)
  • § 10.08. Amendment pursuant to judicial reorganization

    (a) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by section 2.02 of this title.

    (b) The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth:

    (1) the name of the corporation;

    (2) the text of each amendment approved by the court;

    (3) the date of the court’s order or decree approving the articles of amendment;

    (4) the title of the reorganization proceeding in which the order or decree was entered; and

    (5) a statement that the court had jurisdiction of the proceeding under federal statute.

    (c) Shareholders of a corporation undergoing reorganization do not have dissenters’ rights except as and to the extent provided in the reorganization plan.

    (d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)