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Terms Used In Vermont Statutes Title 11 Sec. 3-03

  • 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.
  • Corporation: means public benefit and mutual benefit corporation. See
  • Employee: includes an officer but not a director. See
  • Member: means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
  • Public benefit corporation: means a domestic corporation which is required to be a public benefit corporation pursuant to section 17. See
  • Trustee: A person or institution holding and administering property in trust.

§ 3.03. Ultra vires

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation‘s power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director, or by a member or members in a derivative proceeding.

(c) A corporation’s power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the Attorney General. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)