Terms Used In Vermont Statutes > Title 11 > Chapter 25 > Subchapter 10 - Conversion, Merger, 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.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Articles of organization: means initial, amended, and restated articles of organization and articles of merger. 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}
• Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Constituent limited liability company: means a constituent organization that is a limited liability company. See
• Constituent organization: means an organization that is party to a merger. See
• Contract: A legal written agreement that becomes binding when signed.
• Conversion: means a transaction authorized by sections 4142 through 4147 of this title. 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 4144 of this title or the foreign organization that approves a conversion pursuant to the law of its jurisdiction of formation. 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.
• Dissolution: means an event under section 4101 of this title which requires a limited liability company to wind up its affairs and to terminate its existence as a legal entity. See
• Document: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. 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
• Domesticated company: means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to sections 4152 through 4155 of this title. See
• Domesticating company: means the company that effects a domestication pursuant to sections 4152 through 4155 of this title. See
• Entity: means a person other than an individual. See
• following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
• Foreign limited liability company: means an unincorporated entity organized under laws, other than the laws of this State, which afford limited liability to its owners comparable to the liability under section 4042 of this title. See
• General partner: means a partner in a partnership and a general partner in a limited partnership. See
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Governing statute: means the statute that governs an organization's internal affairs. 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.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Limited partner: means a limited partner in a limited partnership. See
• Limited partnership: means a limited partnership created under chapter 23 of this title, a predecessor law, or comparable law of another jurisdiction. See
• Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in subsection 4054(c) of this title. See
• Member: means a person that has become a member of a limited liability company under section 4051 of this title and has not dissociated under section 4081 of this title. See
• Municipality: shall include a city, town, town school district, incorporated school or fire district or incorporated village, and all other governmental incorporated units. 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.
• Operating agreement: means any form of description of membership rights and obligations under section 4003 of this title, stored or depicted in any tangible or electronic medium, which is agreed to by the members, including amendments to the agreement. See
• Organization:

• Organizational documents: means , whether or not in a record, documents governing the internal affairs of an organization that are binding on all its interest holders, including:

• Partner: includes a general partner and a limited partner. See
• Partnership: means a general partnership under chapter 22 of this title, a predecessor law, or comparable law of another jurisdiction. See
• 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.
• Partnership agreement: means an agreement among the partners concerning the partnership or limited partnership. 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 liability: means :

• Personal property: All property that is not real property.
• Private organizational documents: means organizational documents or portions thereof that are not part of the organization's public record, if any, and includes:

• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• Protected agreement: means :

• Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
• 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 property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Registered foreign organization: means a foreign organization that is registered to do business in this State pursuant to a record filed by the Secretary of State. See
• Service of process: The service of writs or summonses to the appropriate party.
• State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. 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
• 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
• Transfer: includes an assignment, a conveyance, a sale, a lease, an encumbrance, including a mortgage or security interest, a gift, and a transfer by operation of law. See