Terms Used In Vermont Statutes > Title 11B > Chapter 8 - Directors and Officers

• Adjacent: means those lands and waters directly abutting a site on the register, including lands and waters separated from the site by highways or bodies of water where such separated lands and waters are an integral part of the site's ecosystem. See
• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Agency: means the Agency of Natural Resources. See
• 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
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• 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: include amended and restated articles of incorporation and articles of merger. See
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Authority: means the Vermont Low-Level Radioactive Waste Authority. See
• Board: means the Natural Resources Board defined by subdivision 6001(1) of this title. 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
• Civil citation: means an environmental citation issued by the Secretary or the Board for a violation of a statute listed under subsection 8003(a) of this title. See
• Class: refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. See
• Closure: includes post-closure observation and maintenance. See
• Commission: means the Texas Low-Level Radioactive Waste Disposal Compact Commission. See
• Compliance: means compliance with the statutes specified in section 8003 of this title and with any related rules, permits, assurances, or orders. See
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• 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
• Corporation: includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon the consummation of the transaction. 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.
• Devise: To gift property by will.
• Director: includes , unless the context requires otherwise, the estate or personal representative of a director. 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
• 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
• Donor: The person who makes a gift.
• Economic benefit: means a reasonable approximation of any gain, advantage, wrongful profit, or delayed avoided cost, financial or otherwise, obtained as a result of a violation. See
• Employee: includes an officer but not a director. 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
• Environmental Division: means the Environmental Division of the Superior Court established by 4 V. 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}
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• 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.
• Expected low-level radioactive waste: means the low-level radioactive waste from the normal operation of the Vermont Yankee facility, during its licensed operating life, including decommissioning waste, and from the normal operations of the currently licensed low-level radioactive waste generators in Vermont through the expected date for completing the decommissioning of Vermont Yankee, plus a small emergency contingency reserve. See
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Federally authorized or delegated program: means an area of environmental regulation where the U. See
• Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
• Fees: shall mean earnings due for official services, aside from salaries or per diem compensation. 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
• Fragile area: means an area of land or water that has unusual or significant flora, fauna, geological, or similar features of scientific, ecological, or educational interest. See
• Germane: On the subject of the pending bill or other business; a strict standard of relevance.
• Grantor: The person who establishes a trust and places property into it.
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• 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.
• 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}
• Liability: means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding. See
• Lien: A claim against real or personal property in satisfaction of a debt.
• Low-level radioactive waste: means radioactive material that is not high-level radioactive waste, spent nuclear fuel, transuranic waste, or byproduct material, as defined in 42 U. See
• Low-level radioactive waste: means radioactive waste material that is not high-level radioactive waste, spent nuclear fuel, transuranic waste, or byproduct material, as defined in 42 U. 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
• 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
• National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. ^{Source: OCC}
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• NRC: means the Nuclear Regulatory Commission or any successor agency. 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.
• Official capacity: means :

• 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.
• Party: includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. See
• Person: means an individual, corporation, partnership, firm, association, trust, estate, public or private institution, group, or other legal entity, or any legal successor to or representative, or agent. See
• Person: includes any individual or entity. See
• Person: means any individual, partnership, company, corporation, association, unincorporated association, joint venture, trust, municipality, the State of Vermont or any agency, department, or subdivision of the State, federal agency, or any other legal or commercial 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 property: All property that is not real property.
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Post: means :

• 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.
• Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
• Principal office: means the office (in or outside this State) so designated in the biennial report filed pursuant to section 16. See
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
• Proceeding: means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. See
• Public benefit corporation: means a domestic corporation which is required to be a public benefit corporation pursuant to section 17. See
• Public comment: means ample opportunities for public input, including at least prior availability of a draft decision, policy, or rule, two public hearings in different areas of the State, warned at least twice with a first warning not less than 30 days prior to the hearing by notice to daily media outlets in the area and statewide, and preparation and distribution of a response summary to all comments received. See
• Qualified organization: means :

• Quorum: The number of legislators that must be present to do business.
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Register: means the fragile areas register that lists those fragile areas designated by the Secretary. See
• Register of fragile areas: means the listing of fragile areas that are being managed by the owner of the fragile area according to guidelines adopted by the Secretary. See
• Registry: means the act of voluntary agreement between the owner of a fragile area and the Secretary for designation of the fragile area and its placement on the register of fragile areas. See
• Remand: When an appellate court sends a case back to a lower court for further proceedings.
• Respondent: means a person who has committed or is alleged to have committed a violation. See
• Secretary: means the Secretary of the Agency of Natural Resources. See
• Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
• Secretary: means the Secretary of Natural Resources or the Secretary's duly authorized representative. See
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Shallow land burial: means the burial of waste within an unlined subsurface trench without additional engineered structures or enhancements designed to minimize migration of radionuclides. See
• Siting plan: means a plan which reflects the standards, procedures and timetables of this chapter and meets the requirements for a siting plan of the Low-Level Radioactive Waste Policy Amendments Act of 1985 (Public Law 99-240) (42 U. See
• Special legal counsel: means counsel that has never been an employee of the corporation and who has not, and whose firm has not, performed legal services for the corporation pertaining to the matter for which indemnification is sought for a period of at least two years before retention as special counsel. 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
• State agency: means the Agency of Natural Resources or any of its departments, Agency of Transportation, Agency of Agriculture, Food and Markets, or Vermont Housing and Conservation Board. See
• Statute: A law passed by a legislature.
• Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
• tax: means ad valorem taxes levied by the State and its municipalities. See
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.
• 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
• 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.
• Violation: means noncompliance with one or more of the statutes specified in section 8003 of this title or any related rules, permits, assurances, or orders. See
• Vote: includes authorization by written ballot and written consent. See
• Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See
• Yankee site: means a site for a low-level radioactive waste disposal facility on land presently owned by and contiguous to the Vermont Yankee nuclear generating facility. See