State of Vermont
Office of the Secretary of State
State of Vermont
NOTES
To Vermont Foliage Co., Inc. Sample Bylaws
- Notes to "Name"
You may use any name you wish for your nonprofit corporation, but it must include the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language. You may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 of this title and its articles of incorporation. The word "cooperative" or any abbreviation of that word may not be used.
It must also be unlike other corporation, partnership, limited liability company, or trade or business name registered with our office. The standard for review is a name that will be "distinguishable from, and not the same as, deceptively similar to, or likely to be confused with or mistaken for any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the secretary of state." Accommodations are possible even from that rule. See 11B V.S.A. § 4.01.
Stating a purpose is no longer mandatory. The law explains, "The articles of incorporation may set forth . . . the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;" 11B V.S.A. § 2.02. It is a smart thing to do. You would be surprised how often you will want to refer back to your purpose, in order to refocus your energies in times of indecision or financial turmoil.
See 11B V.S.A. § 5.02 and following.
Members are optional. You may choose to run your organization more efficiently with only a board of trustees. Members require notice in writing before meetings, and may participate in governance by voting for trustees or amending bylaws. They may also have a role in deciding whether or not to dissolve or to merge. ("Trustees" and "directors" are the same in a nonprofit corporation. You may use either word.) 11 V.S.A. § 1.40(9).