Vermont Statutes Title 11 Sec. 3-02
Terms Used In Vermont Statutes Title 11 Sec. 3-02
- articles: include amended and restated articles of incorporation and articles of merger. 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
- 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.
- Corporation: means public benefit and mutual benefit corporation. See
- 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
- Entity: includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit 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
- Fees: shall mean earnings due for official services, aside from salaries or per diem compensation. See
- Fiduciary: A trustee, executor, or administrator.
- Individual: includes the estate of an individual who is incompetent. See
- 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.
- 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
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- 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 any individual or entity. See
- Personal property: All property that is not real property.
- seal: shall include an impression of the official seal made upon paper alone or by means of a wafer or wax affixed thereto. 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
- Vote: includes authorization by written ballot and written consent. See
§ 3.02. General powers
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation, power:
(1) to sue and be sued, complain, and defend in its corporate name;
(2) to have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(3) to make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this State, for regulating and managing the affairs of the corporation;
(4) to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located, in its own name and for its own benefit, or in a fiduciary capacity;
(5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of any property in which it has a legal or equitable interest;
(6) to purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, securities or other interests in, or obligations of any entity;
(7) to make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by covenants requiring the consent of another person to an action to be taken by the corporation, or by mortgage or pledge of any of its property, franchises, or income;
(8) to lend money, invest and reinvest its funds and other property, and receive and hold real and personal property as security for repayment, except as limited by this chapter;
(9) to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10) to conduct its activities, locate offices, and exercise the powers granted by this title within or outside State;
(11) to elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation;
(12) to pay or contribute to pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13) to make donations for the public welfare or for charitable, scientific, or educational purposes and for other purposes, not inconsistent with law, that further the corporate interest;
(14) to impose dues, assessments, and admission and transfer fees upon its members;
(15) to establish conditions for admission to membership, admit members, and issue memberships;
(16) to carry on a business in the furtherance of its purposes;
(17) to delegate to any other person the authority to act for or in the name of the corporation;
(18) to do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 3-02
Terms Used In Vermont Statutes Title 11 Sec. 3-02
- Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. 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.
- 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
- Individual: includes the estate of an individual who is incompetent or deceased. See
- 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.
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- 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
- Personal property: All property that is not real property.
- seal: shall include an impression of the official seal made upon paper alone or by means of a wafer or wax affixed thereto. 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
§ 3.02. General powers
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary and convenient to carry out its business and affairs, including without limitation power:
(1) To sue and be sued, complain and defend in its corporate name. A court or other adjudicative body shall permit a corporation to appear through a nonattorney representative if:
(A) the proposed nonattorney representative is authorized to represent the corporation;
(B) the proposed nonattorney representative demonstrates adequate legal knowledge and skills to represent the organization without unduly burdening the opposing party or the court; and
(C) the proposed nonattorney representative shares a common interest with the corporation.
(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.
(3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this State, for managing the business and regulating the affairs of the corporation.
(4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.
(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the property.
(6) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in or with shares or other interests in, or obligations of, any other entity.
(7) To make contracts, including partnership agreements, and guarantees, and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by covenants requiring the consent of another person to an action to be taken by the corporation and by mortgage or pledge of any of its property, franchises, or income.
(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.
(9) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.
(10) To conduct its business, locate offices, and exercise the powers granted by this title within or outside this State.
(11) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit.
(12) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents.
(13) To make donations for the public welfare or for charitable, scientific, or educational purposes.
(14) To transact any lawful business that will aid governmental policy.
(15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
(16) To delegate to any other person the authority to act for or in the name of the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)