reglab/housing_qa huggingface dataset:
11 V.S.A. § 8.08
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.08. Removal of directors by shareholders

§ 8.08. Removal of directors by shareholders|(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.09
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.09. Removal of directors by judicial proceeding

§ 8.09. Removal of directors by judicial proceeding|(a)(1) The Superior Court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that:   (A) the director engaged in fraudulent or dishonest conduct relating to the corporation, or in a gross abuse of authority or discretion relating to the corporation; and (B) removal is in the best interest of the corporation.  (2) The petition for removal shall be filed:  (A) in the county where the corporation's principal office is located; (B) in the county where the corporation's registered office is located if the corporation has no principal office in this State; or (C) in the Washington County Superior Court where the corporation has no principal office or registered office in this State.    (b) The court that removes a director may bar the director from reelection for a period prescribed by the court.(c) If shareholders commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.10
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.10. Vacancy on board

§ 8.10. Vacancy on board|(a)(1) If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:   (A) the shareholders may fill the vacancy; (B) the board of directors may fill the vacancy; or (C) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.  (2) The articles of incorporation may require that the manner of filling a vacancy on the board of directors shall be limited to any one or more of the methods authorized by subdivision (1) of this subsection.   (b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection 8.07(b) of this title or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.11
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.11. Compensation of directors

§ 8.11. Compensation of directors|Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.20
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.20. Meetings

§ 8.20. Meetings|(a) The board of directors may hold regular or special meetings, as defined in subdivision 1.40(26) of this title, in or outside this State.(b) The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, including an electronic, telecommunications, and video- or audio-conferencing conference telephone call, by which all directors participating may simultaneously or sequentially communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 93; 2011, No. 52, § 18, eff. May 27, 2011.)
11 V.S.A. § 8.21
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.21. Action without meeting

§ 8.21. Action without meeting|(a) Unless the articles of incorporation or bylaws preclude the taking of action required or permitted by this title without a meeting of the board of directors, action required or permitted by this title to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. Each action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.22
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.22. Notice of meeting

§ 8.22. Notice of meeting|(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two business days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.23
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.23. Waiver of notice

§ 8.23. Waiver of notice|(a) A director may waive any notice required by this title, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.24
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.24. Quorum and voting

§ 8.24. Quorum and voting|(a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:  (1) a majority of the fixed number of directors if the corporation has a fixed board size; or (2) a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.   (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.(c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:  (1) the director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting; (2) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) the director delivers written notice of the director's dissent or abstension to the presiding officer of the meeting before its adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.25
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.25. Committees

§ 8.25. Committees|(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors.(b) The creation of a committee and appointment of members to it must be approved by the greater of:  (1) a majority of all the directors in office when the action is taken; or (2) the number of directors required by the articles of incorporation or bylaws to take action under section 8.24 of this title.   (c) Sections 8.20 through 8.24 of this title, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under section 8.01 of this title.(e) A committee may not, however:  (1) authorize distributions; (2) approve or propose to shareholders action that this title requires be approved by shareholders; (3) fill vacancies on the board of directors or on any of its committees; (4) amend articles of incorporation pursuant to section 10.02 of this title; (5) adopt, amend, or repeal bylaws; (6) approve a plan of merger not requiring shareholder approval; (7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.   (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 8.30 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.30
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.30. General standards for directors

§ 8.30. General standards for directors|(a) A director shall discharge his or her duties as a director, including the director's duties as a member of a committee:  (1) In good faith. (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances. (3) In a manner the director reasonably believes to be in the best interests of the corporation. In determining what the director reasonably believes to be in the best interests of the corporation, a director of a corporation which has a class of voting stock registered under section 12 of the Securities Exchange Act of 1934, as the same may be amended from time to time, may, in addition, consider the interests of the corporation's employees, suppliers, creditors and customers, the economy of the State, region and nation, community and societal considerations, including those of any community in which any offices or facilities of the corporation are located, and any other factors the director in his or her discretion reasonably considers appropriate in determining what he or she reasonably believes to be in the best interests of the corporation, and the long-term and short-term interests of the corporation and its stockholders, and including the possibility that these interests may be best served by the continued independence of the corporation; provided that nothing in this subdivision shall affect in any way the interests that may be considered by the director of a corporation which does not have a class of voting stock registered under section 12 of the Securities Exchange Act of 1934, as the same may be amended from time to time, in determining what such director reasonably believes to be in the best interests of the corporation.   (b) In discharging his or her duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (3) a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.   (c) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance permitted by subsection (b) of this section unwarranted.(d) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of his or her office in compliance with this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1997, No. 102 (Adj. Sess.), § 15a, eff. April 16, 1998.)
11 V.S.A. § 8.33
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.33. Liability for unlawful distributions; statute of limitations

§ 8.33. Liability for unlawful distributions; statute of limitations|(a) A director who votes for or assents to a distribution made in violation of section 6.40 of this title or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 6.40 or the articles of incorporation if it is established that the director did not perform his or her duties in compliance with section 8.30 of this title.(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution:  (1) from every other director who could be held liable under subsection (a) for the unlawful distribution; and (2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 6.40 of this title or the articles of incorporation.   (c) A proceeding under this section is barred unless it is commenced within six years after the date on which the effect of the distribution was measured under section 6.40(e) of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.40
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.40. Officers

§ 8.40. Officers|(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for authenticating and maintaining the records of the corporation required to be kept under subsections 16.01(a) and (e) of this title.(d) The same individual may simultaneously hold more than one office in a corporation.(e) [Repealed.]  (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2001, No. 77 (Adj. Sess.), § 5; 2007, No. 190 (Adj. Sess.), § 94, eff. June 6, 2008.)
11 V.S.A. § 8.41
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.41. Duties of officers

§ 8.41. Duties of officers|Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.43
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.43. Resignation and removal of officers

§ 8.43. Resignation and removal of officers|(a) An officer may resign at any time by delivering notice to the president or other officer responsible for recording the minutes of the meetings of the shareholders and directors of the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.(b) A board of directors may remove any officer at any time with or without cause. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.44
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.44. Contract rights of officers

§ 8.44. Contract rights of officers|(a) The appointment of an officer does not itself create contract rights.(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.50
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.50. Subchapter definitions

§ 8.50. Subchapter definitions|In this subchapter:  (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon the consummation of the transaction. (2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director. (3) "Expenses" mean the reasonable costs incurred in connection with a proceeding, including reasonable attorney's fees. (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. (5) "Official capacity" means:  (A) When used with respect to a director, the office of director in a corporation. (B) When used with respect to an individual other than a director, as contemplated in section 8.56 of this title, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust employee benefit plan, or other enterprise.  (6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. (8) "Special legal counsel" means counsel that has never been an employee of the corporation and who has not, and whose firm has not, performed legal services for the corporation pertaining to the matter for which indemnification is sought for a period of at least two years before retention as special counsel. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.51
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.51. Authority to indemnify

§ 8.51. Authority to indemnify|(a) Except as provided in subsection (d) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:  (1) the director conducted himself or herself in good faith; and (2) the director reasonably believed:  (A) in the case of conduct in the director's official capacity with the corporation, that the director's conduct was in its best interests; and (B) in all other cases, that the director's conduct was at least not opposed to its best interests; and  (3) in the case of any proceeding brought by a governmental entity, the director had no reasonable cause to believe his or her conduct was unlawful, and the director is not finally found to have engaged in a reckless or intentional unlawful act.   (b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision (a)(2)(B) of this section.(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.(d) A corporation may not indemnify a director under this section:  (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.   (e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)