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

• Affirmed: In the practice of the appellate courts, the decree or order is declared valid and will stand as rendered in the lower court.
• 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
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• 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}
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• 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
• Continuance: Putting off of a hearing ot trial until a later time.
• 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
• 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.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• 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
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• 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
• 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
• Individual: includes the estate of an individual who is incompetent or deceased. See
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• 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.
• Juror: A person who is on the jury.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• 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
• Merger: means a merger authorized by sections 11. See
• Month: shall mean a calendar month and "year" shall mean a calendar year and be equivalent to the expression "year of our Lord. See
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• 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: includes individual and entity. 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
• Personal estate: shall include all property other than real estate. See
• Personal liability: means :

• Personal property: All property that is not real property.
• Plaintiff: The person who files the complaint in a civil lawsuit.
• 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 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
• 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 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.
• 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
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• 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