2016 Vermont Statutes
Title 11C - Mutual Benefit Enterprises
Chapter 16 - Conversion And Merger
§ 1607 Notice and action on plan of merger by constituent mutual benefit enterprise

§ 1607. Notice and action on plan of merger by constituent mutual benefit enterprise

(a) For a mutual benefit enterprise to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the enterprise's organic rules.

(b) The board of directors shall call a members' meeting to consider a plan of merger approved by the board, hold the meeting not later than 90 days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:

(1) the plan of merger, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;

(2) a recommendation that the members approve the plan of merger, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;

(3) a statement of any condition of the board's submission of the plan of merger to the members; and

(4) notice of the meeting at which the plan of merger will be considered, which shall be given in the same manner as notice of a special meeting of members. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)