Vermont Statutes
Chapter 16 - Conversion and Merger
§ 1608. Approval or abandonment of merger by members

§ 1608. Approval or abandonment of merger by members
(a) Subject to subsections (b) and (c) of this section, a plan of merger shall be approved by:
(1) at least two-thirds of the voting power of members present at a members’ meeting called under subsection 1607(b) of this title; 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 vote by patron members.
(b) The organic rules may provide that the percentage of votes under subdivision (a)(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.
(c) The vote required to approve a plan of merger may not be less than the vote required for the members of the mutual benefit enterprise to amend the articles of organization.
(d) Consent in a record to a plan of merger by a member shall be delivered to the mutual benefit enterprise before delivery of articles of merger for filing pursuant to section 1609 of this title if as a result of the merger, the member will have:
(1) personal liability for an obligation of the enterprise; or
(2) an obligation or liability for an additional contribution.
(e) Subject to subsection (d) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a mutual benefit enterprise that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:
(1) as provided in the plan; and
(2) except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.
(f) The voting requirements for districts, classes, or voting groups under section 404 of this title apply to approval of a merger under this article. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)