Vermont Statutes Title 11 Sec. 11-08
Terms Used In Vermont Statutes Title 11 Sec. 11-08
- Constituent organization: means an organization that is a party to a conversion, merger, share exchange, or domestication pursuant to this chapter. See
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Governing statute: means the statute that governs an organization's internal affairs. See
- Interest holder: means :
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Merger: means a merger authorized by sections 11. See
- Organization:
- Organizational documents: means the organizational documents for a domestic or foreign organization that create the organization, govern the internal affairs of the organization, and govern relations between or among its interest holders, including:
- Statute: A law passed by a legislature.
- Surviving organization: means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger. See
§ 11.08. Merger authorized; plan of merger
(a) A corporation organized pursuant to this title may merge with one or more other constituent organizations pursuant to this section and sections 11.09 through 11.12 of this title and a plan of merger if:
(1) the governing statute of each of the other constituent organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other constituent organizations complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) the name and type of each constituent organization;
(2) the name and type of the surviving constituent organization and, if the surviving constituent organization is created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting an interest holder‘s interest in each constituent organization into any combination of an interest in the surviving organization and other consideration;
(4) if the merger creates the surviving constituent organization, the surviving constituent organization’s organizational documents that are proposed to be in a record; and
(5) if the merger does not create the surviving constituent organization, any amendments to the surviving constituent organization’s organizational documents that are, or are proposed to be, in a record. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)