§ 21.14. Annual benefit report
§ 21.14. Annual benefit report (a) A benefit corporation shall deliver to each shareholder, in a format approved by the directors, an annual benefit report, which shall include: (1)(A) a statement of the specific goals or outcomes identified by the benefit corporation for creating general public benefit and any specific public benefit for the period […]
§ 21.11. Standard of conduct for officers
§ 21.11. Standard of conduct for officers (a) An officer of a benefit corporation shall consider the interests and factors described in subsection 21.09(a) of this title in the manner provided in that subsection when: (1) the officer has discretion in how to act or not act with respect to a matter; and (2) it […]
§ 21.12. Benefit officer
§ 21.12. Benefit officer A benefit corporation may have an officer designated the “benefit officer” who shall have the authority and shall perform the duties in the management of the benefit corporation relating to the purpose of the corporation to create public benefit as set forth with respect to the office in the bylaws or, […]
§ 21.13. Right of action
§ 21.13. Right of action (a) The duties of directors and officers under this chapter and the general and specific public benefit purposes of a benefit corporation may be enforced only in a benefit enforcement proceeding, and no person may bring such an action or claim against a benefit corporation or its directors or officers […]
§ 21.01. Short title
§ 21.01. Short title This chapter shall be known and may be cited as the “Vermont Benefit Corporations Act.” (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
§ 21.02. Law applicable
§ 21.02. Law applicable (a) This chapter shall apply only to a domestic corporation meeting the definition of a benefit corporation in subdivision 21.03(a)(1) of this title. The provisions of this title other than those set forth in this chapter shall apply to a benefit corporation in the absence of a contrary or inconsistent provision […]
§ 21.03. Definitions
§ 21.03. Definitions (a) As used in this chapter: (1) “Benefit corporation” means a corporation as defined in section 1.40 of this title whose articles of incorporation include the statement “This corporation is a benefit corporation.” (2) “Benefit director” means: (A) a director designated as a benefit director of a benefit corporation as provided in […]
§ 21.04. Incorporation of a benefit corporation
§ 21.04. Incorporation of a benefit corporation A benefit corporation shall be formed in accordance with sections 2.01, 2.02, 2.03, and 2.05 of this title, except that its articles of incorporation shall also contain the provision required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation. (Added 2009, No. 113 […]
§ 21.05. Election of existing corporation to become a benefit corporation
§ 21.05. Election of existing corporation to become a benefit corporation Any corporation organized under this title may become a benefit corporation by amending its articles of incorporation to add the statement required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation. The amendment shall be adopted and shall become […]
§ 21.06. Merger and share exchange
§ 21.06. Merger and share exchange (a) A plan of merger or share exchange that if effected would terminate the benefit corporation status of a corporation shall be adopted and shall become effective in accordance with chapter 11 of this title, except that: (1) the notice of the meeting of shareholders that will approve the […]