¶ 98. dissenting. In holding that members of the Club may be personally liable for a judgment against the Club, the majority disregard the settled rule — embodied in statute and endorsed by the weight of authority — that reinstatement of a suspended corporate charter revives the traditional corporate shield “as if the administrative dissolution had never occurred,” 11B V.S.A. § 14.22(c), and thus relieves corporate officers and shareholders from personal liability for acts undertaken on behalf of the corporation during the period of suspension. The majority compounds the error by further finding that members of the Club, a nonprofit association, may be held personally liable under a rule that courts and commentators have generally applied only to for-profit business enterprises. As explained below, both holdings are fundamentally erroneous.
¶ 99. The acts which form the basis of the underlying judgment against the Club occurred when its corporate charter was suspended for failure to file an annual report. It was reinstated following the judgment. The operative reinstatement statute, which the majority concede is applicable to the Club, provides that reinstatement of an involuntarily dissolved nonprofit corporation “relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.” 11B V.S.A. § 14.22(c). This section, based on a provision in the Model Business Corporations Act, has been enacted in nearly identical form in numerous states, and its effect on the personal liability of corporate officers and shareholders for actions during the period of dissolution has been the subject of considerable comment. See 3 Model Business Corps. Act § 14.22, at 14-92-14-94 (3d ed. 2000). A leading treatise on corporate law observes that “[i]n most jurisdictions” where, as in Vermont, the reinstatement “relates back to the effective date of dissolution . . . directors or officers are not personally liable for actions under*163taken during the period of dissolution or suspension. Such matters become the exclusive liability of the corporation.” 16A W. Fletcher, Cyclopedia of the Law of Corporations § 8117, at 228 (rev. vol. 2003) (emphasis added).28
¶ 100. The reason for absolving individual shareholders of any personal liability in these circumstances is evident from the statutory purpose and effect. Thus, a Kentucky court, construing a nearly identical reinstatement statute, explained that the legislative goal is to put the corporation in the same position it would have been in had it originally complied with its obligations under state law, so that upon reinstatement it is “as if the administrative dissolution . . . had never occurred.” Fairbanks Arctic Blind Co. v. Prather & Assocs., 198 S.W.3d 143, 146 (Ky. Ct. App. 2005) (quotation omitted). Therefore, “it naturally follows that members of such company are not individually liable for actions undertaken on behalf of the company during its dissolution.” Pannell v. Shannon, No. 2010-CA-001172-MR, 2011 WL 3793415, at *4 (Ky. Ct. App. Aug. 26, 2011); accord eServices, LLC v. Energy Purchasing, Inc., No. 11-198-JBC, 2012 WL 404957, at *1 (E.D. Ky. Feb. 6, 2012) (holding that under Kentucky law “administrative reinstatement also reinstates limited liability for acts taken during the period of dissolution” so that corporate officer was not personally liable on contracts signed while corporation was administratively dissolved).
¶ 101. The logic of this conclusion is compelling. As the federal court in eServices explained, under the reinstatement statute the corporation “is treated as having been in existence when the contracts were signed, complete with the corporate shield against personal liability, and [the corporate officer] is thereby relieved of any personal liability in the absence of reasons to pierce the corporate veil.” 2012 WL 404957, at *2. Applying a similar statute *164providing that upon reinstatement “the rights of such corporation shall be the same as though no forfeiture had been operative,” the Michigan Supreme Court concluded that the legislative intent was to make actions taken “during the period of forfeiture corporate acts in the normal meaning of the term.” Bergy Bros., Inc. v. Zeeland Feeder Pig, Inc., 327 N.W.2d 305, 308-09 (Mich. 1982). “Thus, corporate obligations incurred during the period of forfeiture are binding upon the corporation, and only the corporation — individual members are no more liable than had the forfeiture not occurred.” Id. at 309. The Missouri courts have reached a similar conclusion, reasoning that relieving corporate officers and shareholders of any personal liability for actions taken during the dissolution period was “more in consonance” with the legislative mandate that upon reinstatement the corporation may carry on as though “the corporate existence had never been interrupted” such that “the gap in corporate status is obliterated by the reeission of the forfeiture.” Amoco Oil Co. v. Hembree, 776 S.W.2d 68, 70 (Mo. Ct. App. 1989).
¶ 102. As noted, numerous courts have followed this logic to hold that reinstatement statutes placing the corporation in the same position it would have been in absent the dissolution revive the corporate shield from personal liability for obligations incurred during the dissolution period. See Rocky Mountain Sales & Serv., Inc. v. Havana RV, Inc., 635 P.2d 935, 937 (Colo. App. 1981) (holding that, where effect of corporate reinstatement was to put corporation “in the same situation as it would have been in had it paid its franchise taxes . . . [i]t follows that ... an officer ... is not liable for what is here a purely corporate obligation”) (quotations omitted); Frederic G. Krapf & Son, Inc. v. Gorson, 243 A.2d 713, 715 (Del. 1968) (holding that, under Delaware statute validating corporate acts upon reinstatement, creditor’s remedy was solely “against the corporation”); K & K Leasing, Inc. v. Tech Logistics Corp., No. 07-1599, 2008 WL 4724746, at *2 (Iowa Ct. App. 2008) (noting that, under reinstatement statute identical to Vermont’s, corporate officers may “not be held individually liable for actions taken on behalf of the corporation during the period in which the corporate charter was forfeited if the charter is effectively reinstated at a later date”); Barker-Chadsey Co. v. W.C. Fuller Co., 448 N.E.2d 1283, 1286 (Mass. App. Ct. 1983) (holding that revival of corporate charter “has the usual effect of confirming, as corporate acts, the acts of corporate officers in the interim *165before revival, and correspondingly, of relieving the officers of personal liability”).
¶ 103. To be sure, some courts have held otherwise, generally concluding that to disallow individual liability in these circumstances requires an affirmative statutory mandate. See, e.g., Pepin v. Donovan, 581 A.2d 717, 718 (R.I. 1990) (noting states that have relieved corporate officers of personal liability “pursuant to special statutory provisions mandating such a result”). Others have concluded that such a rule could “encourage fraud and abuse.” Poritzky v. Wachtel, 27 N.Y.S.2d 316, 318 (Sup. Ct. 1941); see also Estate of Plepel v. Industrial Metals, Inc., 450 N.E.2d 1244, 1246 (Ill. App. Ct. 1983) (concluding that disallowing personal liability for actions taken during dissolution period could permit corporate debts to “be easily evaded”). The reasoning of these decisions, however, has been criticized. As one court has explained, where a reinstatement statute allows the corporation to resume operating as though the dissolution had never occurred, “it does not need to explicitly provide for limited liability because the concept . . . is ... an inherent part of a corporation ‘carrying on its business.’ ” eServices, 2012 WL 404957, at *2. As for the concern over fraud and abuse, another commentator has cogently observed that there is nothing inherently “inequitable [in] requir[ing] corporate creditors that have dealt with individuals as agents of the corporation to seek relief solely from the corporation.” Note, Dissolution and Suspension as Remedies for Corporate Franchise Tax Delinquency: A Comparative Analysis, 41 N.Y.U. L. Rev. 602, 607 (1966). Where there is real evidence of fraud, a court may simply apply the traditional remedy to “ ‘pierce the corporate veil’ and hold the directors personally accountable.” Id.; see also Prentice Corp. v. Martin, 624 F. Supp. 1114, 1116 (E.D.N.Y. 1986) (questioning fraud rationale and applying New York reinstatement statute to limit plaintiff to his remedy against corporation); Dep’t 56, Inc. v. Bloom, 720 N.Y.S.2d 920, 922-23 (Sup. Ct. 2001) (characterizing fraud rationale as “fallacious” and rejecting notion that corporate officer would “purposefully allow his corporation to be dissolved” to perpetrate fraud on creditors).
¶ 104. The majority here fails to discuss the rule followed in most jurisdictions that have enacted reinstatement statutes similar to Vermont’s, and does not explain why the rule should not be applied here to revive the corporate shield and relieve the officers and members of the Club from any personal liability. Nor indeed *166does the majority address the several decisions that take the opposite approach, imposing personal liability in the absence of a clear statutory statement to the contrary. Concluding, instead, that “it is unwise to adopt” any single rule, ante, ¶ 61, the majority fashions a novel approach derived from several New York trial court rulings notwithstanding the fact that, as one federal court has charitably observed, “[tjhere is no consistent pattern in the holdings of the New York Courts on the matter.” Prentice, 624 F. Supp. at 1115. Under this approach, the majority concludes that whether corporate reinstatement will shield members from personal liability “must depend on the reasonable expectations of the parties at the time the liability arises,” which in turn “will be shaped by the context in which the liability arises,” which further depends on a number of factors, including “especially the nature of the obligation, the parties’ knowledge, and the timing of the corporate termination and the liability.” Ante, ¶ 61. The “liability” factor apparently refers to the nature of the monetary award, i.e., whether it involves compensatory damages, punitive damages, civil statutory penalties, or attorney’s fees, although “[tjhe circumstances behind each of the components of the judgments” may also affect the decision to impose personal liability. Ante, ¶ 71.
¶ 105. While undoubtedly clear to the majority, I am compelled to confess that I do not fully understand this multivariate, “expectations” dependent, “contextual” approach to determining whether and under what circumstances personal liability will attach to individuals for actions taken during the period of dissolution and prior to corporate reinstatement. I suspect, moreover, that future litigants may experience equal difficulty parsing and applying the majority holding. What is clear, however, is that nothing in the majority opinion explains why we should not apply the settled, straightforward rule that a corporate reinstatement which statutorily “relates back” to the date of dissolution and allows the corporation to carry on “as if the administrative dissolution had never occurred,” 11B Y.S.A. § 14.22(c), revives the preexisting corporate shield and thus precludes the imposition of personal liability on the individual members of the Club in this case.
¶ 106. Even assuming, however, that the corporate shield does not apply, many of the Club members could still be immune from personal liability. In holding that individual members of an unincorporated association — the Club’s status during the disso*167lution period — may be liable for any unpaid portion of the judgment, the majority relies principally on 12 V.S.A. § 5060 and the caselaw construing it. The statute provides that any unsatisfied portion of a judgment “against a partnership, association or company . . . may be brought against any or all of the partners, associates or shareholders.” 12 Y.S.A. § 5060. The statute dates from the nineteenth century, and the cases on which the majority relies are nearly as old; the principal decision, F.R. Patch Manufacturing Co. v. Capeless, was decided more than 100 years ago. 79 Vt. 1, 63 A. 938 (1906). As the majority notes, that case likened the members of the Protection Lodge, No. 215, International Association of Machinists, an unincorporated association, to that of partners in a “large partnership,” id. at 6, 63 A. at 939, observed that “at common law” the rights and liabilities of a partnership “are the rights and liabilities of the partners, and are enforceable by and against them individually,” id. at 10, 63 A. at 940, and concluded therefore that its members were individually liable under the statute for the unsatisfied portion of a judgment against the Protection Lodge. Id.
¶ 107. Although the fraternal association in Capeless appears to have been not for profit, the Court did not consider any potential distinction between business and nonprofit enterprises. The Capeless Court did, however, place considerable reliance on common-law principles in applying the statute, and the common law over the past 100 years has shown an increasing concern with precisely this issue. Indeed, for purposes of imposing individual liability, most courts and commentators today draw a clear distinction between profit and not-for-profit unincorporated associations. One leading treatise, for example, explains that an unincorporated association “formed for conducting business for the purpose of profit” is generally treated as “a partnership, and the liability of the individual members upon the debts incurred ... on behalf of the association ... is governed by the law of partnership.” 12 R. Lord, Williston on Contracts § 35:72, at 544 (4th ed. 1999). In contrast, “associations, societies, and clubs, organized for objects which are social, moral, patriotic, political, or the like, rather than for purposes of trade or profit, are not considered to be partnerships even as to third persons . . . and pecuniary liability can be fastened on the individual members only by reason of the acts of such individuals ... , as none is implied from the mere fact of association.” Id. at 547-48. In view of the *168beneficial or charitable purposes of such associations, and their often informal level of organization, most courts have been loath to impose the risks of personal liability on members based on mere membership alone. Id.-, see, e.g., Stege v. Louisville Courier Journal Co., 245 S.W. 504, 504 (Ky. 1922) (explaining that “[o]rdinarily members of a voluntary organization or association are not liable for such bills, if such society be not engaged in a business enterprise . . . but ... is organized for moral, social, beneficial, literary, scientific, political, or other like purposes, and the individual members of such an organization are not partners, so that the acts of one binds all”).
¶ 108. Caselaw to this effect is uniform and extensive. Thus, a frequently cited federal decision, broadly canvassing the common law governing “unincorporated nonprofit associations,” has summarized that “[pjursuant to this law, an individual is not liable for the debts of the association merely because of his status as a member or officer of the association.” Karl Rove & Co. v. Thornburgh, 39 F.3d 1273, 1284 (5th Cir. 1994). Rather, “principles of the law of agency” apply, so that a member is responsible only if the member personally ratified the association’s action. Id. “[I]t is important to remember at all times,” however, “that this standard differs from the one that governs the liability of members of unincorporated associations organized for profit or to conduct a business, which standard determines liability of members under the principles of partnership law.” Id. at 1285; accord Security-First Nat’l Bank of Los Angeles v. Cooper, 145 P.2d 722, 729 (Cal. Ct. App. 1943) (holding that individual liability of members of unincorporated association depends on “whether the association is one organized for profit,” and that members of nonprofit association “are not liable as partners”); Thomas v. Dunne, 279 P.2d 427, 432 (Colo. 1955) (refusing to “subscribe to the proposition that one who becomes a member of an unincorporated association such as a fraternal organization . . . subjects himself to liability ... in the absence of any allegation . . . that he took an active part in the act resulting in the injury or . . . gave [his] assent”); Guyton v. Howard, 525 So. 2d 948, 956 (Fla. Dist. Ct. App. 1988) (holding that “liability of a member of an unincorporated fraternal or social association is based upon his direct, active negligence” and cannot be “imputed”); Victory Comm. v. Genesis Convention Ctr., 597 N.E.2d 361, 364 (Ind. Ct. App. 1992) (observing that “states have uniformly applied the *169common law” rule that members of not-for-profit unincorporated association are liable only if they personally ratify association’s action); Libby v. Perry, 311 A.2d 527, 533-34 (Me. 1973) (recognizing “the distinction between voluntary associations set up for purely commercial profit-making purposes and those organized for fraternal or social ends” and holding that individual members of the latter “do not, merely by virtue of their membership in such association, subject themselves to liability for injuries sustained as a result of the negligent conduct of their associates or their agents”); Shortlidge v. Gutoski, 484 A.2d 1083, 1086 (N.H. 1984) (noting distinction between unincorporated associations organized for profit whose members are treated as partners and are “thereby jointly liable” and association not organized for profit in which “[m]ere membership . . . , without more, will not generally be sufficient to attach liability” for debts of the association); Lyons v. Am. Legion Post No. 650 Realty Co., 175 N.E.2d 733, 736-37 (Ohio 1961) (noting the “recognized difference . . . between an unincorporated association organized for the transaction of business and one organized for fraternal or social purposes” and observing that members of the former are treated “as partners” while those of the latter are not “in its nature that of partners” (quotations omitted)); Duquesne Litho, Inc. v. Roberts & Jaworski, Inc., 661 A.2d 9, 11 (Pa. Super. Ct. 1995) (recognizing that voluntary associations organized for political purposes “are not partnerships” and that a member “will only be personally liable for . . . debts if he actually authorized, assented to, or ratified the obligation” (quotation omitted)); Blair v. S. Clay Mfg. Co., 121 S.W.2d 570, 572 (Tenn. 1938) (holding that individual liability of association members “depends on the character of the organization,” and that if “profit and loss is not contemplated, such as literary, social or political organizations, its members are not treated as partners and their liability ... is determined upon principles of agency”).
¶ 109. Although this is the rule in most jurisdictions, the majority nevertheless assails it as “unfair” because it would require the creditors to prove participation or ratification by the individual members, a difficult hurdle in this case where the votes were conducted by secret ballot. The majority also expresses concern that the rule would unfairly require the creditors to prove discriminatory conduct “a second time.” Ante, ¶ 52. This is simply an evidentiary issue, however, and the short and simple answer in *170such a case is to place the burden on the individual members to show that they did not actively participate in the decision or later ratify it. The unfairness cited by the majority is illusory.
¶ 110. Although the Club was found to be a “public accommodation” for • purposes of liability under the Fair Housing and Public Accommodations Act, 9 V.S.A. §§ 4500-4507, this finding was based principally upon its membership “selectivity,” Human Rights Comm’n v. Order of Elks, 2003 VT 104, ¶ 20, 176 Vt. 125, 839 A.2d 576, and does not otherwise convert an association organized for fraternal, nonprofit pursuits into a for-profit business enterprise for purposes of determining individual liability. See id. ¶ 4 (noting that the Club is a subordinate lodge of the “largest benevolent fraternal order in America”). Thus, under the general principles articulated above, the only basis for holding any individual Club members liable is if they personally participated in the decision to deny membership to the plaintiffs because of their gender, or otherwise ratified that decision. Lyons, 175 N.E.2d at 737 (affirming rule that members of nonprofit unincorporated association are individually liable only for transactions they personally authorized or later ratified); 12 Williston, supra, § 35:72, at 548-49 (noting general rule that member of nonprofit association is individually “liable only so far as he or she has personally assented to the transaction in question”). That should be the only relevant liability issue for determination on remand.
¶ 111. The majority acknowledges that its decision to impose personal liability on members of organizations such as the Club might seem unfair, but concludes that it is the responsibility of the Legislature to address the problem. Such deference is commendable when the Legislature has stated its intentions in clear and unmistakable terms. Here, however, the nineteenth-century statutory language referring to judgments against an “association” is nonspecific and virtually invites interpretation in light of evolving common law principles. 12 V.S.A. § 5060. Indeed, the seminal decision on which the majority relies, Capeless, explicitly analogized the association in question to a partnership, and applied common-law partnership principles in deciding to impose joint and several liability on its members under the statute. It is equally legitimate, a century later, to reinterpret that provision in light of the overwhelming authority rejecting the partnership analogy where, as here, the association is organized for social or benevolent purposes.
*171¶ 112. For all of the foregoing reasons, therefore, I respectfully dissent. I am authorized to state that Justice Burgess joins this dissent.
Although the majority cites Moore v. Occupational Safety & Health Review Commission, 591 F.2d 991, 996 (4th Cir. 1979), for its statement that a “majority” of states retain personal liability in these circumstances, the assertion is in clear conflict with Fletcher and appears to be questionable. Moreover, the court in Moore was applying a Virginia statute which explicitly provided that reinstatement of the corporate charter “shall have no effect on any question of personal liability ... in respect of the period between dissolution and reinstatement.” Id. at 994; see generally Nationwide Airlines (PTY) Ltd. v. African Global, Ltd., No. 3:04 CV 00768, 2007 WL 521155, at *14 (D. Conn. Feb. 14, 2007) (observing that “[n]umerous courts” have held that corporate officers are not personally liable for the corporation’s actions during the dissolution period).