reglab/housing_qa huggingface dataset:
11 V.S.A. § 6.24
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.24. Share options

§ 6.24. Share options|(a) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine:  (1) the terms upon which the rights, options, or warrants are issued; and (2) the terms, including the consideration for which the shares or other securities are to be issued.   (b) The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.(c) The terms and conditions of such rights, options, or warrants, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that:  (1) preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or (2) invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 87, eff. June 6, 2008.)
11 V.S.A. § 6.25
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.25. Form and content of certificates

§ 6.25. Form and content of certificates|(a) Shares may but need not be represented by certificates. Unless this title or other statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.(b) At a minimum each share certificate must state:  (1) on its face, the name of the issuing corporation and that it is organized under the law of this State; (2) on its face, the name of the person to whom issued; and (3) on its face, the number and class of shares and the designation of the series, if any, the certificate represents; and (4) on its face or on its back, the existence of restrictions on transfers of shares, if any, as provided in section 6.27 of this title.   (c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the following designations, rights, preferences, and limitations shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge:  (1) the designations, relative rights, preferences, and limitations applicable to each class; and (2) the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations in future series); and (3) the corporation's right, if any, to make distributions pursuant to subdivision 6.40(c)(2) of this title which may impair preferential rights.   (d) Each share certificate:  (1) must be signed (either manually or in facsimile) by two officers designated in the bylaws or by the board of directors; and (2) may bear the corporate seal or its facsimile.   (e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.26
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.26. Shares without certificates

§ 6.26. Shares without certificates|(a) Unless the articles of incorporation or bylaws require that shares shall be represented by certificates, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.(b) Within a reasonable time after the issue or transfer of shares without certificates, and at least annually thereafter, the corporation shall send the shareholder a written statement of the information required on certificates by subsections 6.25(b) and (c), and, if applicable, section 6.27 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.27
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.27. Restriction on transfer of shares and other securities

§ 6.27. Restriction on transfer of shares and other securities|(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of such shares agree in writing to the restriction, or voted in favor of the restriction.(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection 6.26(b) of this title. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.(c) A restriction on the transfer or registration of transfer of shares is authorized:  (1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) to preserve exemptions under federal or state securities law; (3) for any other reasonable purpose.   (d) A restriction on the transfer or registration of transfer of shares may:  (1) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares; (2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares; (3) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; (4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.   (e) For purposes of this section, "shares" include a security convertible into or carrying a right to subscribe for or acquire shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.28
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.28. Expense of issue

§ 6.28. Expense of issue|A corporation may pay the reasonable expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.30
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.30. Shareholders' preemptive rights

§ 6.30. Shareholders' preemptive rights|(a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares unless the articles of incorporation contain a statement that "the corporation elects to have preemptive rights," or words of similar import.(b) A corporation electing to have preemptive rights may include in its articles of incorporation a statement prescribing the type and extent of preemptive rights granted to the shareholders. The statement may include, modify, or exclude any of the terms provided under subdivisions (1) through (6) of this subsection. If the articles of incorporation of a corporation electing to have preemptive rights do not include a statement prescribing the preemptive rights, the following terms shall apply:  (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them. (2) A shareholder may waive his or her preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration. (3) There is no preemptive right with respect to:  (A) shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (B) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (C) shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation; (D) shares sold otherwise than for money.  (4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class. (5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights. (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.   (c) For purposes of this section, "shares" include a security convertible into or carrying a right to subscribe for or acquire shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.31
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.31. Corporation's power to acquire its own shares

§ 6.31. Corporation's power to acquire its own shares|(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.(c) The board of directors may adopt articles of amendment under this section without shareholder action and deliver them to the Secretary of State for filing. The articles must set forth:  (1) the name of the corporation; (2) the reduction in the number of authorized shares, itemized by class and series; and (3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.40
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.40. Distributions to shareholders

§ 6.40. Distributions to shareholders|(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section.(b) If the board of directors does not set the record date for determining shareholders entitled to a distribution (other than one involving a repurchase or reacquisition of shares), it is the date the board of directors authorizes the distribution.(c) No distribution may be made if, after giving it effect:  (1) the corporation would not be able to pay its debts as they become due in the usual course of business; or (2) the corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.   (d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section on financial statements prepared on the basis of generally accepted accounting practices and principles, or on the basis of professional appraisals, or on the basis of any other method that is reasonable under the circumstances.(e) The effect of a distribution under subsection (c) of this section is measured:  (1) in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:  (A) the date money or other property is transferred or debt incurred by the corporation; or (B) the date the shareholder ceases to be a shareholder with respect to the acquired shares;  (2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; (3) in all other cases, as of:  (A) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization; or (B) the date the payment is made if it occurs more than 120 days after the date of authorization.    (f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.01. Annual meeting

§ 7.01. Annual meeting|Annual shareholders' meetings shall be held in this State, unless permitted in the bylaws of the corporation to be held outside this State. Annual meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. An annual meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conference telecommunication. The failure to hold an annual meeting at the time stated or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 88, eff. June 6, 2008.)
11 V.S.A. § 7.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.02. Special meetings

§ 7.02. Special meetings|(a) A corporation shall hold a special meeting of shareholders:  (1) on call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (2) if the holders of at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.   (b) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.(c) Special shareholders' meetings shall be held in this State, unless permitted in the bylaws of the corporation to be held outside this State. Meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. A special meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conference telecommunication.(d) Only business within the purpose or purposes described in the meeting notice required by subsection 7.05(c) of this title may be conducted at a special shareholders' meeting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 89, eff. June 6, 2008.)
11 V.S.A. § 7.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.03. Court-ordered meeting

§ 7.03. Court-ordered meeting|(a) The Superior Court of the county where a corporation's principal office (or, if none in this State, its registered office) is located may summarily order a meeting to be held:  (1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or (2) on application of a shareholder who signed a demand for a special meeting valid under section 7.02 of this title, if:  (A) notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or (B) the special meeting was not held in accordance with the notice.    (b) The Court may fix the time and place of meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.04. Action without meeting

§ 7.04. Action without meeting|(a) Unless the articles of incorporation preclude the taking of action required or permitted by this title without a shareholders' meeting, action required or permitted by this title to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. Each action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filed with the corporate records. For purposes of this section, consent evidenced by electronic communications or an electronic record is written consent.(b) If the articles of incorporation contain specific authority to do so, action required or permitted by this title to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by the holders of at least a majority of all of the shares entitled to vote on the action, and if each shareholder is given prior notice of the action proposed to be taken. Each action must be evidenced by one or more written consents describing the action taken, signed by the holders of at least a majority of all the shares and delivered to the corporation for inclusion in the minutes or filed with the corporate records. Prompt notice of any action taken by less than unanimous written consent in lieu of a meeting shall be given to all shareholders entitled to vote on such action under this title.(c) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a) of this section.(d) 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; amended 2007, No. 190 (Adj. Sess.), § 90, eff. June 6, 2008.)
11 V.S.A. § 7.05
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.05. Notice of meeting

§ 7.05. Notice of meeting|(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than 60 days before the meeting date. Unless this title or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.(b) Unless this title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.(d) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is close of business on the day before the first notice is delivered to shareholders.(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7.07 of this title, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 7.06
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 7 - Shareholders|§ 7.06. Waiver of notice

§ 7.06. Waiver of notice|(a) A shareholder 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. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.(b) A shareholder's attendance at a meeting:  (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder makes timely objection to holding the meeting or transacting business at the meeting; (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder makes timely objection to considering the matter when it is presented, or when the shareholder thereafter becomes aware that the matter has been presented.   (c) An objection made under subsection (b) of this section preserves the right of the shareholder to file a judicial action to challenge the validity of the meeting, transaction, or other matter under consideration. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)