Terms Used In Vermont Statutes > Title 11 > Chapter 4 > Subchapter 4 - Governance

• Allegation: something that someone says happened.
• 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.
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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}
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Constituent organization: means an organization that is a party to a conversion, merger, share exchange, or domestication pursuant to this chapter. See
• Contract: A legal written agreement that becomes binding when signed.
• 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.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
• Disaster response period: means a period that begins 10 days prior to the first day of the Governor's proclamation, the President's declaration, or designation by another authorized official of the State as set forth in this chapter, whichever occurs first, and that extends 60 calendar days after the declared State disaster or emergency. 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
• 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
• Domesticating corporation: means the corporation that effects a domestication pursuant to sections 11. See
• Domestication: means a transaction authorized by sections 11. See
• Employee: includes an officer but not a director. 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
• Grand jury: agreement providing that a lender will delay exercising its rights (in the case of a mortgage,
• Impeachment: (1) The process of calling something into question, as in "impeaching the testimony of a witness." (2) The constitutional process whereby the House of Representatives may "impeach" (accuse of misconduct) high officers of the federal government for trial in the Senate.
• Individual: includes the estate of an individual who is incompetent or deceased. 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.
• Juror: A person who is on the jury.
• Justice: when applied to a person, other than a Justice of the Supreme Court, shall mean a justice of the peace for the county for which he or she is elected or appointed. 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.
• 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
• 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:

• Out-of-state business: means a business entity that, except for disaster- or emergency-related work, has no presence in the State and conducts no business in the State whose services are requested pursuant to a Mutual Assistance Agreement by a registered business or by a State or local government for purposes of performing disaster- or emergency-related work on critical infrastructure in the State. See
• Out-of-state employee: means an employee who does not work in the State, except for disaster- or emergency-related work during the disaster response period. 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.
• 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
• Person: includes individual and entity. See
• Personal property: All property that is not real property.
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• Principal office: means the office (in or outside this State) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See
• 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:

• Quorum: The number of legislators that must be present to do business.
• 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 business: means a business entity that is currently registered with the Secretary of State to do business in the State prior to the declared State disaster or emergency. See
• seal: shall include an impression of the official seal made upon paper alone or by means of a wafer or wax affixed thereto. See
• Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
• 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.
• sworn: shall include affirmed. See
• Testify: Answer questions in court.
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• Trustee: A person or institution holding and administering property in trust.
• Verdict: The decision of a petit jury or a judge.