§ 1205.
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/vt/1205A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§ 1205. Voluntary dissolution by the board and members
(a)Except as otherwise provided in section 1204 of this title, for a mutual benefit enterprise to voluntarily dissolve:
(1)a resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;
(2)the board of directors shall call a members’ meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and
(3)the board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with section 508 of this title:
(A)the resolution required by subdivision
(1)of this subsection;
(B)a recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and
(C)notice of the members’ meeting, which shall be given in the same manner as notice of a special meeting of members.
(b)Subject to subsection
(c)of this section, a resolution to dissolve shall be approved by:
(1)at least two-thirds of the voting power of members present at a members’ meeting called under subdivision (a)(2) of this section; and
(2)if the mutual benefit enterprise has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage.
(c)The organic rules may require that the percentage of votes under subdivision (b)(1) of this section is:
(1)a different percentage that is not less than a majority of members voting at the meeting;
(2)measured against the voting power of all members; or
(3)a combination of subdivisions
(1)and
(2)of this subsection. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)