11C V.S.A. § 1203: Judicial dissolution

The Superior Court may dissolve a mutual benefit enterprise or order any action that under the circumstances is appropriate and equitable:

(1) in a proceeding initiated by the Attorney General, if:

(A) the enterprise obtained its articles of organization through fraud; or

(B) the enterprise has continued to exceed or abuse the authority conferred upon it by law; or

(2) in a proceeding initiated by a member, if:

(A) the directors are deadlocked in the management of the enterprise’s affairs, the members are unable to break the deadlock, and irreparable injury to the enterprise is occurring or is threatened because of the deadlock;

(B) the directors or those in control of the enterprise have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(C) the members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members’ meetings were held or were to be held; or

(D) the assets of the enterprise are being misapplied or wasted.