reglab/housing_qa huggingface dataset:
11 V.S.A. § 7.07
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.07. Record date

§ 7.07. Record date|(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.(b) A record date fixed under this section may not be less than 10 nor more than 70 days before the meeting or action requiring a determination of shareholders.(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.20
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.20. Shareholders' list for meeting

§ 7.20. Shareholders' list for meeting|(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder.(b) The shareholders' list must be made available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder of record and entitled to vote at that meeting, his or her agent, or attorney is entitled on written demand to inspect and, subject to the requirements of subsection 16.02(c) of this title, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder of record and entitled to vote at that meeting, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or at any adjournment.(d) If the corporation refuses to allow a shareholder of record and entitled to vote at that meeting, his or her agent, or attorney to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b) of this section), the superior court of a county where a corporation's principal office (or if none in this State, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting, unless a shareholder, or his or her agent or attorney objects on the record or in writing to such refusal or failure prior to such action having been taken. In the event of such refusal or failure, and such objection, the action taken at the meeting shall be negated unless:  (1) the meeting is recessed for a period of not less than five days after the list is made available to the objecting party; or (2) the corporation petitions and the superior court declares that the corporation's refusal or failure is in accordance with the law. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.21
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.21. Voting entitlement of shares

§ 7.21. Voting entitlement of shares|(a) Except as provided in subsections (b) and (c) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.(c) Subsection (b) of this section shall not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.22
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.22. Proxies

§ 7.22. Proxies|(a) A shareholder may vote his or her shares in person or by proxy.(b) A shareholder may appoint a proxy to vote or otherwise act for him or her by:  (1) signing an appointment form, either personally or by his or her attorney-in-fact; or (2) by transmitting to the corporation or the corporation's duly authorized agent an appointment of a proxy by electronic transmission, including telephone or e-mail.   (c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.(d) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:  (1) a pledgee; (2) a person who purchased or agreed to purchase the shares; (3) a creditor of the corporation who extended it credit under terms requiring the appointment; (4) an employee of the corporation whose employment contract requires the appointment; or (5) a party to a voting agreement created under section 7.31 or 20.12 of this title.   (e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.(f) An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he or she did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.(h) Subject to section 7.24 of this title and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2001, No. 26, § 1.)
11 V.S.A. § 7.23
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.23. Shares held by nominees

§ 7.23. Shares held by nominees|(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.(b) The procedure may set forth:  (1) the types of nominees to which it applies; (2) the rights or privileges that the corporation recognizes in a beneficial owner; (3) the manner in which the procedure is selected by the nominee; (4) the information that must be provided when the procedure is selected; (5) the period for which selection of the procedure is effective; and (6) other aspects of the rights and duties created. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.25
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.25. Quorum and voting requirements for voting groups

§ 7.25. Quorum and voting requirements for voting groups|(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this title provide for a greater quorum, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this title require a greater number of affirmative votes.(d) An amendment of the articles of incorporation adding, changing, or deleting a greater quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 7.27 of this title.(e) The election of directors is governed by section 7.28 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.26
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.26. Action by single and multiple voting groups

§ 7.26. Action by single and multiple voting groups|(a) If the articles of incorporation or this title provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 7.25 of this title.(b) If the articles of incorporation or this title provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 7.25 of this title. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.27
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.27. Greater quorum or voting requirements

§ 7.27. Greater quorum or voting requirements|(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by this title.(b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.28
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.28. Voting for directors; cumulative voting

§ 7.28. Voting for directors; cumulative voting|(a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.(c) A statement included in the articles of incorporation that "(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors" (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:  (1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) a shareholder who has the right to cumulate his or her votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.30
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.30. Voting trusts

§ 7.30. Voting trusts|(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than 10 years after its effective date unless extended under subsection (c) of this section.(c) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for 10 years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.31
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.31. Voting agreements

§ 7.31. Voting agreements|(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 7.30 of this title.(b) A voting agreement created under this section is specifically enforceable. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.40
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.40. Procedure in derivative proceedings

§ 7.40. Procedure in derivative proceedings|(a) A person may not commence a proceeding in the right of a domestic or foreign corporation unless such person was a shareholder of the corporation when the transaction complained of occurred or unless such person became a shareholder through transfer by operation of law from one who was a shareholder at that time.(b) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why he or she did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.(c) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.(d) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the shareholder's behalf. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.01. Requirement for and duties of board of directors

§ 8.01. Requirement for and duties of board of directors|(a) Except as provided in subsection (c) of this section, each corporation must have a board of directors.(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.(c) A close corporation may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors, pursuant to section 20.09 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.02. Qualifications of directors

§ 8.02. Qualifications of directors|The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.03. Number and election of directors

§ 8.03. Number and election of directors|(a) A board of directors of a corporation which is not a close corporation dispensing with a board of directors pursuant to section 20.08 of this title must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.(b) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 8.06 of this title.(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and a maximum number of members, and shall state the manner in which the positions so created are to be filled. Prior to the issuance of shares the directors may adopt or change such a provision; subsequent to the issuance of shares only the shareholders may do so. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. With respect to a close corporation, only the shareholders may fix or change the number of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 92, June 6, 2008.)
11 V.S.A. § 8.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.04. Election of directors by certain classes of shareholders

§ 8.04. Election of directors by certain classes of shareholders|If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class (or classes) of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.05
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.05. Terms of directors generally

§ 8.05. Terms of directors generally|(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under section 8.06 of this title.(c) A decrease in the number of directors does not shorten an incumbent director's term.(d) The term of a director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office.(e) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.06
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.06. Staggered terms for directors

§ 8.06. Staggered terms for directors|The articles of incorporation may provide for staggering their terms by dividing the total number of directors into two, three, four, or five groups, with each group containing one-half, one-third, one-quarter, or one-fifth of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, fourth group, and fifth group, if any, expire at the third, fourth, or fifth annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term not to exceed five years, as the case may be, to succeed those whose terms expire. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.07
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.07. Resignation of directors

§ 8.07. Resignation of directors|(a) A director may resign at any time by delivering written notice to the board of directors, its chair, or to the president or other officer responsible for recording the minutes of the meetings of the shareholders and directors of the corporation.(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)