State of Vermont
Office of the Secretary of State
State of Vermont
§ 17.01. APPLICATION TO EXISTING DOMESTIC CORPORATIONS
The provisions of this title shall apply to all existing corporations organized under any general act of this state providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this title, and to all existing corporations doing business in this state organized under the laws of another state, upon such corporation's filing an irrevocable election with the secretary of state electing to have all the provisions of the title applied to it.
§ 17.02. APPLICATION TO QUALIFIED FOREIGN CORPORATIONS
A foreign corporation authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
§ 17.03. SAVINGS PROVISIONS
(a) Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect:
(1) the operation of the statute or any action taken under it before its repeal;
(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or
(5) any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.
(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
§ 17.04. SEVERABILITY
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provision or applications of the chapter that can be given effect without the invalid provision or application, and to this end the provisions of the chapter are severable.
§ 17.05. PUBLIC BENEFIT AND MUTUAL BENEFIT CORPORATIONS
Each domestic corporation existing on the effective date of this chapter that is or becomes subject to this chapter shall be classified as a public benefit or a mutual benefit corporation as follows:
(1) any corporation classified by statute as a public benefit corporation or a mutual benefit corporation is the type of corporation so classified by statute;
(2) any corporation which does not come within subdivision (1) of this section but which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation;
(3) any corporation which does not come within subdivision (1) or (2) of this section, but which is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state or a person which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and
(4) any corporation which does not come within subdivision (1), (2) or (3) of this section is a mutual benefit corporation.