Terms Used In Vermont Statutes > Title 11A > Chapter 11 - Conversion, Merger, Share Exchange, and Domestication

• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Constituent corporation: means a constituent organization that is a corporation. See
• Constituent organization: means an organization that is a party to a conversion, merger, share exchange, or domestication pursuant to this chapter. See
• Conversion: means a transaction authorized by sections 11. See
• Converted organization: means the converting organization as it continues in existence after a conversion. See
• Converting organization: means the domestic organization that approves a plan of conversion pursuant to section 11. See
• Conviction: A judgement of guilt against a criminal defendant.
• 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.
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Decedent: A deceased person.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Domestic: when applied to a corporation, company, association, or copartnership shall mean organized under the laws of this State; "foreign" when so applied, shall mean organized under the laws of another state, government, or country. See
• domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this title. See
• Domestic organization: means an organization whose internal affairs are governed by the law of this State. See
• Domesticated corporation: means the corporation that exists after a domesticating corporation effects a domestication pursuant to sections 11. See
• Domesticating corporation: means the corporation that effects a domestication pursuant to sections 11. See
• Domestication: means a transaction authorized by sections 11. See
• Entity: includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government. See
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Executor: A male person named in a will to carry out the decedent
• following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
• Foreign corporation: means a corporation for profit incorporated under a law other than the law of this State. See
• Governing statute: means the statute that governs an organization's internal affairs. See
• Governmental subdivision: includes authority, county, district, and municipality. See
• Grand jury: agreement providing that a lender will delay exercising its rights (in the case of a mortgage,
• Impeachment: (1) The process of calling something into question, as in "impeaching the testimony of a witness." (2) The constitutional process whereby the House of Representatives may "impeach" (accuse of misconduct) high officers of the federal government for trial in the Senate.
• Individual: includes the estate of an individual who is incompetent or deceased. 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.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Meeting: means any structured communications conducted by participants in person or through the use of electronic or telecommunications medium permitting simultaneous or sequentially structured communications for the purpose of reaching a collective agreement. See
• Merger: means a merger authorized by sections 11. 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.
• 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:

• 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: shall include any natural person, corporation, municipality, the State of Vermont or any department, agency, or subdivision of the State, and any partnership, unincorporated association, or other legal entity. See
• Person: includes individual and entity. See
• Personal liability: means :

• Private organizational documents: means organizational documents or portions thereof for a domestic or foreign organization that are not part of the organization's public record, if any, and includes:

• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
• Protected agreement: means :

• Public organizational documents: means the record of organizational documents required to be filed with the Secretary of State to form an organization, and any amendment to or restatement of that record, and includes:

• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
• Service of process: The service of writs or summonses to the appropriate party.
• Share exchange: means a share exchange authorized by sections 11. 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
• State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. See
• Statute: A law passed by a legislature.
• Subpoena: A command to a witness to appear and give testimony.
• 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
• Testify: Answer questions in court.
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• Voting group: means all shares of one or more classes or series that under the articles of incorporation or this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See