Vermont Statutes Title 11 Sec. 21-13
Terms Used In Vermont Statutes Title 11 Sec. 21-13
- Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
- Benefit corporation: means a corporation as defined in section 1. See
- benefit enforcement proceeding: means a claim or action against a director or officer for:
- 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.
- 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
- General public benefit: means a material positive impact on society and the environment, as measured by a third-party standard, through activities that promote some combination of specific public benefits. See
- Person: includes individual and entity. See
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. 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
- Specific public benefit: includes :
§ 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 except as provided in this section.
(b) A benefit enforcement proceeding may be commenced or maintained only by:
(1) a shareholder that would otherwise be entitled to commence or maintain a proceeding in the right of the benefit corporation on any basis;
(2) a director of the corporation;
(3) a person or group of persons that owns beneficially or of record 10 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or
(4) such other persons as may be specified in the articles of incorporation of the benefit corporation.
(c) As used in this chapter, “benefit enforcement proceeding” means a claim or action against a director or officer for:
(1) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation; or
(2) violation of a duty or standard of conduct under this chapter. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)