The Vermont Statutes Online

Title 11C : Mututal Benefit Enterprises

Chapter 015 : Disposition of Assets

• § 1504. Disposition of assets

  (a) Subject to subsection (b) of this section, a disposition of assets under section 1502 of this title shall be approved by:

  (1) at least two-thirds of the voting power of members present at a members’ meeting called under subdivision 1503(2) 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) The organic rules may require that the percentage of votes under subdivision (a)(1) of this title is:

  (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.

  (c) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a mutual benefit enterprise may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition:

  (1) as provided in the contract or the resolution; and

  (2) except as prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition.

  (d) The voting requirements for districts, classes, or voting groups under section 404 of this title apply to approval of a disposition of assets under this article. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)