Sections
§ 11.01. Approval of plan of merger
§ 11.02. Limitations on mergers by public benefit corporations
§ 11.03. Action on plan by board, members and third persons
§ 11.04. Articles of merger
§ 11.05. Effect of merger
§ 11.06. Merger with foreign corporation
§ 11.07. Bequests, devises, and gifts

Terms Used In Vermont Statutes > Title 11B > Chapter 11 - Merger

  • 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: include amended and restated articles of incorporation and articles of merger. 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.
  • Bequest: Property gifted by will.
  • board of directors: means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 8. 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
  • Class: refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. See
  • Corporation: means public benefit and mutual benefit corporation. 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.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Devise: To gift property by will.
  • Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See
  • 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
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Foreign corporation: means a corporation organized under a law other than the law of this State which would be a nonprofit corporation if formed under the laws of this State. See
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Joint tenancy: A form of property ownership in which two or more parties hold an undivided interest in the same property that was conveyed under the same instrument at the same time. A joint tenant can sell his (her) interest but not dispose of it by will. Upon the death of a joint tenant, his (her) undivided interest is distributed among the surviving joint tenants.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Meeting: means any structured communications conducted by participants in person or through the use of an electronic or telecommunications medium permitting simultaneous or sequentially structured communications. 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
  • Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this title. See
  • Mutual benefit corporation: means a domestic corporation which is required to be a mutual benefit corporation pursuant to section 17. See
  • 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
  • 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
  • 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
  • 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.
  • 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
  • Tenancy in common: A type of property ownership in which two or more individuals have an undivided interest in property. At the death of one tenant in common, his (her) fractional percentage of ownership in the property passes to the decedent
  • Town: shall include city and wards or precincts therein; "selectboard members" and "board of civil authority" shall extend to and include the mayor and aldermen of cities; "trustees" shall extend to and include bailiffs of incorporated villages; and the laws applicable to the inhabitants and officers of towns shall be applicable to the inhabitants and similar officers of all municipal corporations. See
  • Vote: includes authorization by written ballot and written consent. See
  • Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See