Sections
§ 20.01. Law applicable
§ 20.02. Close corporation defined
§ 20.03. Incorporation of a close corporation
§ 20.04. Election of existing corporation to become a close corporation
§ 20.05. Additional articles of incorporation
§ 20.06. Bylaws
§ 20.07. Annual meeting
§ 20.08. Elimination of board of directors
§ 20.09. Shareholder agreements
§ 20.10. Merger or consolidation
§ 20.11. Limitations on continuation of close corporation status
§ 20.12. Voluntary termination of close corporation status by amendment of articles of incorporation; vote required
§ 20.13. Shareholders' option to dissolve corporation
§ 20.14. Involuntary termination of close corporation status; proceeding to prevent loss of status
§ 20.15. Judicial dissolution
§ 20.16. Special voting requirements

Terms Used In Vermont Statutes > Title 11A > Chapter 20 - Close Corporations

  • Allegation: something that someone says happened.
  • 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.
  • Annual meeting: when applied to towns shall mean the annual town meeting in March or an adjournment thereof. See
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • 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.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Continuance: Putting off of a hearing ot trial until a later time.
  • 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.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • 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.
  • Fees: shall mean earnings due for official services, aside from salaries or per diem compensation. See
  • following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • 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.
  • Juror: A person who is on the jury.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Magistrate: shall mean any Supreme Court Justice, Superior judge, District judge, or Probate judge. See
  • 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
  • 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.
  • 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 property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
  • real estate: as used in this chapter shall mean such lands, tenements, rights, and estates as are made liable to execution by section 2781 of this title. See
  • real estate: shall include lands, tenements, and hereditaments and all rights thereto and interests therein, and pews or slips in places of public worship shall be treated as real estate. See
  • said: when used by way of reference to a person or thing shall apply to the same person or thing last mentioned. See
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. 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
  • sworn: shall include affirmed. See
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See
  • Verdict: The decision of a petit jury or a judge.
  • 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