The Vermont Statutes Online

Title 11B : Nonprofit Corporations

Chapter 014 : Dissolution

Subchapter 003 : JUDICIAL DISSOLUTION

• § 14.30. Grounds for judicial dissolution

  (a) The Superior Court may dissolve a corporation:

  (1) in a proceeding by the Attorney General if it is established that:

  (A) the corporation obtained its articles of incorporation through fraud;

  (B) the corporation has continued to exceed or abuse the authority conferred upon it by law;

  (C) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or

  (D) the corporation is a public benefit corporation and is no longer able to carry out its purposes;

  (2) in a proceeding by 50 members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:

  (A) the directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;

  (B) the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive, or fraudulent;

  (C) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;

  (D) the corporate assets are being misapplied or wasted; or

  (E) the corporation is a public benefit corporation and is no longer able to carry out its purposes;

  (3) in a proceeding by a creditor if it is established that:

  (A) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or

  (B) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or

  (4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

  (b) Prior to dissolving a corporation, the court shall consider whether:

  (1) there are reasonable alternatives to dissolution;

  (2) dissolution is in the public interest, if the corporation is a public benefit corporation;

  (3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)