Vermont Statutes Title 11 Sec. 6-01
Terms Used In Vermont Statutes Title 11 Sec. 6-01
- articles: include amended and restated articles of incorporation and articles of merger. See
- Bylaws: means the code or codes of rules (other than the articles) adopted pursuant to this title for the regulation or management of the affairs of the corporation, stored or depicted in any tangible or electronic medium, and irrespective of the name or names by which such rules are designated. 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
- Person: includes any individual or entity. See
§ 6.01. Admission
(a) A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission.
(b) No person shall be admitted as a member without his or her consent. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 6-01
Terms Used In Vermont Statutes Title 11 Sec. 6-01
- Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Dependent: A person dependent for support upon another.
- Person: includes individual and entity. See
- Shareholder: means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation. See
§ 6.01. Authorized shares
(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 6.02 of this title.
(b) The articles of incorporation must authorize:
(1) one or more classes of shares that together have unlimited voting rights; and
(2) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution:
(c) The articles of incorporation may authorize one or more classes of shares that:
(1) have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this act;
(2) are redeemable or convertible as specified in the articles of incorporation;
(A) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
(B) for cash, indebtedness, securities, or other property;
(C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
(4) have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
(d) Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection 1.20(j) of this title.
(e) Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.
(f) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) of this section is not exhaustive. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 85, eff. June 6, 2008.)