Vermont Statutes Title 11 Sec. 1601
Terms Used In Vermont Statutes Title 11 Sec. 1601
- Articles of organization: means the articles of organization of a mutual benefit enterprise required by section 302 of this title. See
- Bylaws: means the bylaws of a mutual benefit enterprise. See
- Entity: means a person other than an individual. See
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Mutual benefit enterprise: means an enterprise organized under this title. See
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Organic law: means the statute providing for the creation of an entity or principally governing its internal affairs. See
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: means an individual; corporation; business trust; cooperative; estate; trust; partnership; limited partnership; limited liability company; mutual benefit enterprise; joint venture; association; public corporation; government or governmental subdivision, agency, or instrumentality; or any other legal or commercial entity. See
§ 1601. Definitions
In this article:
(1) “Constituent entity” means an entity that is a party to a merger.
(2) “Constituent mutual benefit enterprise” means a mutual benefit enterprise that is a party to a merger.
(3) “Converted entity” means the organization into which a converting entity converts pursuant to sections 1602 through 1605 of this title.
(4) “Converting entity” means an entity that converts into another entity pursuant to sections 1602 through 1605 of this title.
(5) “Converting mutual benefit enterprise” means a converting entity that is a mutual benefit enterprise.
(6) “Organizational documents” means articles of incorporation, bylaws, articles of organization, operating agreements, partnership agreements, or other documents serving a similar function in the creation and governance of an entity.
(7) “Personal liability” means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:
(A) by the entity’s organic law solely because of the person co-owning or having an interest in the entity; or
(B) by the entity’s organizational documents under a provision of the entity’s organic law authorizing those documents to make one or more specified persons liable for all or specified parts of the entity’s debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity.
(8) “Surviving entity” means an entity into which one or more other entities are merged, whether the entity existed before the merger or is created by the merger. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
Vermont Statutes Title 11 Sec. 1601
Terms Used In Vermont Statutes Title 11 Sec. 1601
- Cooperative housing corporation: means a domestic corporation which has elected to be governed by the provisions of this chapter. See
- Cooperative interest: means the ownership interest in a cooperative housing corporation which is evidenced by a membership share. 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.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Subscription agreement: means a written agreement between a prospective member and a cooperative housing corporation for the purchase and sale of a cooperative interest. See
- Unit: means a portion of the cooperative property leased for exclusive occupancy by a member under a proprietary lease, or leased to a tenant by lease agreement. See
§ 1601. Offering of cooperative interests; subscription agreement; disclosures required
(a) In conjunction with the offering of cooperative interests to prospective members, a cooperative housing corporation, or other persons or entities seeking to establish a cooperative housing corporation, or the owner of a cooperative interest seeking to sell that interest, shall provide to all prospective purchasers a copy of the proposed or adopted articles of association and bylaws of the cooperative housing corporation, a subscription agreement or sales agreement, a proposed proprietary lease, and the most current corporate financial statements, if any exist.
(b) The subscription agreement or sales agreement shall contain provisions detailing the cost of acquisition of a cooperative interest, the rights and privileges of membership in the cooperative housing corporation, and terms and conditions of occupancy of a unit in the cooperative housing corporation; provisions, if any, under which the subscription agreement or sales agreement is subordinated to other agreements or otherwise encumbered; provisions for cancellation of the agreement by either party; and a legally sufficient description of the property.
(c) The subscription agreement or sales agreement shall contain provisions detailing the risks of acquisition of a cooperative interest including risks resulting from failure of all units to be occupied.
(d) The subscriber or purchaser shall have a right to cancel the subscription agreement or sales agreement without penalty, upon provision of written notice to the offeror within 10 days of the date of signing the agreement. In the event of such cancellation, all monies paid by the subscriber or purchaser to the offeror shall be returned to the subscriber or purchaser within 14 days of receipt of the notice of cancellation by the offeror. The offeror shall inform the subscriber or purchaser in writing of their right of cancellation. (Added 1987, No. 254 (Adj. Sess.), § 1, eff. June 16, 1988.)