11C V.S.A. § 1206: Winding up

(a) A mutual benefit enterprise continues after dissolution only for purposes of winding up its activities.

(b) In winding up a mutual benefit enterprise’s activities, the board of directors shall cause the enterprise to:

(1) discharge its liabilities, settle and close its activities, and marshal and distribute its assets;

(2) preserve the enterprise or its property as a going concern for no more than a reasonable time;

(3) prosecute and defend actions and proceedings;

(4) transfer enterprise property; and

(5) perform other necessary acts.

(c) After dissolution and upon application of a mutual benefit enterprise, a member, or a holder of financial rights, the Superior Court may order judicial supervision of the winding up of the enterprise, including the appointment of a person to wind up the enterprise’s activities, if:

(1) after a reasonable time, the enterprise has not wound up its activities; or

(2) the applicant establishes other good cause.

(d) If a person is appointed pursuant to subsection (c) of this section to wind up the activities of a mutual benefit enterprise, the enterprise shall promptly deliver to the Secretary of State for filing an amendment to the articles of organization to reflect the appointment.