Terms Used In Vermont Statutes > Title 11 > Chapter 4 > Subchapter 6 - Foreign Professional Corporations

• 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.
• Annual meeting: when applied to towns shall mean the annual town meeting in March or an adjournment thereof. See
• Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
• Appraisal: A determination of property value.
• articles: include amended and restated articles of incorporation and articles of merger. See
• 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.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• 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}
• Benefit corporation: means a corporation as defined in section 1. See
• Benefit director: means :

• benefit enforcement proceeding: means a claim or action against a director or officer for:

• Benefit officer: means the officer of a benefit corporation, if any, designated as the benefit officer as provided in section 21. See
• board of directors: means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 8. 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
• Class: refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. See
• 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.
• 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.
• Corporation: means public benefit and mutual benefit corporation. See
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• 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.
• Dependent: A person dependent for support upon another.
• 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
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Distribution: means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. See
• Distribution: means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers. 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 corporation: means a corporation. 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
• Employee: includes an officer but not a director. 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
• 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}
• 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
• Fiduciary: A trustee, executor, or administrator.
• filing: means filed in the Office of the Secretary of State. See
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• 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
• Foreign corporation: means a corporation organized under a law other than the law of this State which would be a nonprofit corporation if formed under the laws of this State. See
• Fraud: Intentional deception resulting in injury to another.
• 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
• Governing statute: means the statute that governs an organization's internal affairs. See
• Independent: means that a person has no material relationship with a benefit corporation or any of its subsidiaries (other than the relationship of serving as the benefit director or benefit officer), either directly or as an owner or manager of an entity that has a material relationship with the benefit corporation or any of its subsidiaries. See
• Individual: includes the estate of an individual who is incompetent or deceased. See
• Individual: includes the estate of an individual who is incompetent. See
• inhabitants: shall mean the population of the political division referred to, as ascertained by the national census last completed before the time when such population is a material fact. 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 :

• Joint tenancy: A form of property ownership in which two or more parties hold an undivided interest in the same property that was conveyed under the same instrument at the same time. A joint tenant can sell his (her) interest but not dispose of it by will. Upon the death of a joint tenant, his (her) undivided interest is distributed among the surviving joint tenants.
• 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.
• 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.
• 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
• Meeting: means any structured communications conducted by participants in person or through the use of an electronic or telecommunications medium permitting simultaneous or sequentially structured communications. See
• 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
• 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.
• Municipality: shall include a city, town, town school district, incorporated school or fire district or incorporated village, and all other governmental incorporated units. See
• Mutual benefit corporation: means a domestic corporation which is required to be a mutual benefit corporation pursuant to section 17. 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.
• 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: includes any individual or 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.
• 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 biennial report filed pursuant to section 16. 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
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
• Public benefit corporation: means a domestic corporation which is required to be a public benefit corporation pursuant to section 17. See
• 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: 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
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• said: when used by way of reference to a person or thing shall apply to the same person or thing last mentioned. 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
• 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
• Specific public benefit: includes :

• 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.
• Summons: Another word for subpoena used by the criminal justice system.
• 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
• sworn: shall include affirmed. See
• Tenancy in common: A type of property ownership in which two or more individuals have an undivided interest in property. At the death of one tenant in common, his (her) fractional percentage of ownership in the property passes to the decedent
• Third-party standard: means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:

• 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.
• 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
• Trustee: A person or institution holding and administering property in trust.
• United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See
• Village: shall mean an incorporated village. See
• Vote: includes authorization by written ballot and written consent. See
• 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
• Writ: A formal written command, issued from the court, requiring the performance of a specific act.