The Vermont Statutes Online

Title 11C : Mututal Benefit Enterprises

Chapter 012 : Dissolution

• § 1205. Voluntary dissolution by the board and members

  (a) Except as otherwise provided in section 1204 of this title, for a mutual benefit enterprise to voluntarily dissolve:

  (1) a resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;

  (2) the board of directors shall call a members’ meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and

  (3) the board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with section 508 of this title:

  (A) the resolution required by subdivision (1) of this subsection;

  (B) a recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and

  (C) notice of the members’ meeting, which shall be given in the same manner as notice of a special meeting of members.

  (b) Subject to subsection (c) of this section, a resolution to dissolve shall be approved by:

  (1) at least two-thirds of the voting power of members present at a members’ meeting called under subdivision (a)(2) of this section; 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.

  (c) The organic rules may require that the percentage of votes under subdivision (b)(1) of this section 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. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)