Vermont S 322: An act relating to establishing a Homebuyers Working Group

Bill Text

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VT LEG #385613 v.4
S.322 1
Introduced by Senators Watson and Harrison 2
Referred to Committee on 3
Subject: Corporations, partnerships, and associations; formation, bylaws, and 4
meetings; limited liability companies; Vermont business corporations; 5
nonprofit corporations; mutual benefit enterprises; elections; power to 6
engage in election activity or ballot-issue activity 7
Statement of purpose of bill as introduced: This bill proposes to amend Titles 8
11, 11A, 11B, and 11C to define “ballot-issue activity” and “election activity” 9
and remove any corporate power to pay, contribute, or expend money for those 10
defined activities. 11
An act relating to removing the power of Vermont corporations to spend 12
money on election activities 13
It is hereby enacted by the General Assembly of the State of Vermont: 14
Sec. 1. FINDINGS AND PURPOSE 15
(a) The General Assembly finds that artificial legal persons, including 16
corporations, limited liability companies, partnerships, cooperative 17
associations, mutual benefit enterprises, unincorporated nonprofit associations, 18

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and statutory or business trusts, are created under the laws of this State and 1
possess only those powers that the State expressly grants. 2
(b) Under Chapter II, §§ 6 and 69 of the Vermont Constitution, no charter 3
of incorporation shall be granted, extended, changed, or amended without 4
reserving to the General Assembly the right of revocation or alteration. The 5
General Assembly, subject to the provisions of § 69 of the Constitution, retains 6
full authority to revise, limit, or withdraw the statutory powers and charter 7
privileges conferred upon artificial legal persons whenever the public good so 8
requires. 9
(c) Broad statutory clauses in Vermont’s entity laws, including 10
authorizations to do all things necessary or convenient to carry out an entity’s 11
purposes, have been construed to include powers to engage in election activity 12
and ballot-issue activity. The General Assembly finds that such political 13
spending authority was never intended to be among the powers granted to 14
artificial legal persons under Vermont law. 15
(d) The purposes of this act are to: 16
(1) revoke any prior broad grants of powers to artificial legal persons 17
that may be construed to authorize election activity or ballot-issue activity; 18
(2) regrant only those powers necessary or convenient for lawful 19
business, charitable, cooperative, or organizational purposes, expressly 20
excluding any authority to engage in election activity or ballot-issue activity; 21

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(3) establish uniform limitations across all entity forms while preserving 1
distinctions among them; and 2
(4) preserve and protect the constitutional rights of natural persons and 3
the lawful activities of political committees and political parties. 4
Sec. 2. 11 V.S.A. § 42 is amended to read: 5
§ 42. SPECIFIC PURPOSES 6
Subject to the provisions of this title, one or more persons may form a 7
private corporation for the specific purposes and in the manner following: 8
(1) To operate a regional clearinghouse and a cooperative loan plan, 9
commonly called a central fund, or either, for those banks in the State which 10
that become stockholders or members of the corporation. Such corporations 11
may be organized only with the consent of the Commissioner of Financial 12
Regulation, with or without capital stock. 13
(A) In addition to the powers conferred by this chapter, they as 14
limited by this section, private corporations shall have the following powers: 15
(i) all the powers necessary or convenient for carrying out the 16
purposes herein set forth, including the power to receive deposits of funds from 17
a member bank and to administer the same, and to require such deposits from 18
all member banks in uniform percentages, but not in excess of three percent, of 19
the total deposits of any one bank; 20

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(ii) to assist member banks when they are temporarily in need of 1
cash or hold investments which that cannot readily be liquidated; 2
(iii) to borrow money and to pledge its assets as security therefor; 3
(iv) to issue scrip to the extent and with such security and under 4
such regulations as the Commissioner of Financial Regulation, with the 5
consent of the Governor, may approve; 6
(v) to make loans to member banks and to guarantee the 7
performance of any obligation of a member bank; and 8
(vi) to establish reserves, and to take over from member banks 9
property, securities, or investments for the purpose of managing, liquidating, 10
exchanging, or adjusting the same. 11
* * * 12
(2) To operate a corporation for the rehabilitation of individuals and 13
families by enabling them to secure subsistence and gainful employment from 14
the soil, from c