§ 21.13.
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/vt/21-13A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§ 21.13. Right of action
(a)The duties of directors and officers under this chapter and the general and specific public benefit purposes of a benefit corporation may be enforced only in a benefit enforcement proceeding, and no person may bring such an action or claim against a benefit corporation or its directors or officers except as provided in this section.
(b)A benefit enforcement proceeding may be commenced or maintained only by:
(1)a shareholder that would otherwise be entitled to commence or maintain a proceeding in the right of the benefit corporation on any basis;
(2)a director of the corporation;
(3)a person or group of persons that owns beneficially or of record 10 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or
(4)such other persons as may be specified in the articles of incorporation of the benefit corporation.
(c)As used in this chapter, “benefit enforcement proceeding” means a claim or action against a director or officer for:
(1)failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation; or
(2)violation of a duty or standard of conduct under this chapter. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)