reglab/housing_qa huggingface dataset:
11 V.S.A. § 8.25
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.25. Committees of the board

§ 8.25. Committees of the board|(a) Unless prohibited or limited by the articles of incorporation or bylaws, a board of directors may create one or more committees and appoint members of the board to serve on them. Each committee shall 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 of the board may not, however:  (1) authorize distributions; (2) approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets; (3) elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or (4) adopt, amend, or repeal the articles of incorporation or bylaws.   (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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.30
2021 Vermont Statutes|Title 11B - Nonprofit 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; and (3) in a manner the 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, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.   (c) A director is not acting in good faith if the director has knowledge or a substantial reason to believe concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.(d) A director is not liable for the performance of the duties of his or her office if the director acted in compliance with this section.(e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.32
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.32. Loans to or guarantees for directors and officers

§ 8.32. Loans to or guarantees for directors and officers|(a) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.(b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.33
2021 Vermont Statutes|Title 11B - Nonprofit 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 this title is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this title 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 for an unlawful distribution under subsection (a) of this section is entitled to contribution:  (1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 8.30 of this title; and (2) from each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this title.   (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 this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.40
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.40. Required officers

§ 8.40. Required officers|(a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board.(b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.(c) The same individual may simultaneously hold more than one office in a corporation, except that a person may not simultaneously hold the office of president and secretary. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.41
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.41. Duties and authority of officers

§ 8.41. Duties and authority of officers|Each officer has the authority and shall perform the duties set forth in the bylaws. In addition, each officer, to the extent consistent with the bylaws, has the authority and shall perform the duties prescribed in a resolution of the board. The board may authorize an officer, pursuant to a resolution of the board and to the extent consistent with the bylaws, to prescribe the duties and authority of other officers. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.42
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.42. Standards of conduct for officers

§ 8.42. Standards of conduct for officers|(a) An officer with discretionary authority shall discharge his or her duties under that authority:  (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.   (b) In discharging his or her duties, an officer 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 officer reasonably believes to be reliable and competent in the matters presented; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.   (c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted, or has a substantial reason to believe reliance is unwarranted.(d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer if the officer acted in compliance with this section. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.43
2021 Vermont Statutes|Title 11B - Nonprofit 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 corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future 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 provides that the successor does not take office until the effective date.(b) A board may remove any officer at any time with or without cause. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.44
2021 Vermont Statutes|Title 11B - Nonprofit 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.45
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.45. Officers' authority to execute documents

§ 8.45. Officers' authority to execute documents|Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by either the presiding officer of the board of directors and the president or, if the corporation has no president, or if they are the same person, then by the executive director of the corporation and any other officer. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.50
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.50. Subchapter definitions

§ 8.50. Subchapter definitions|As used 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 business or nonprofit 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 actually 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; and (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 business or nonprofit 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.51
2021 Vermont Statutes|Title 11B - Nonprofit 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 the individual:  (1) conducted himself or herself in good faith; and (2) reasonably believed:  (A) in the case of conduct in his or her official capacity with the corporation, that the director's conduct was in its best interests; and (B) in all other cases, that his or her conduct was not in opposition to the corporation's 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 criminal 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 requirements 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 his or her 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.52
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.52. Mandatory indemnification

§ 8.52. Mandatory indemnification|Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she is or was a director of the corporation against reasonable expenses, reasonably incurred by the director in connection with the proceeding. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.53
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.53. Advance for expenses

§ 8.53. Advance for expenses|(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:  (1) the director furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in section 8.51 of this title; (2) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this subchapter.   (b) The undertaking required by subdivision (a)(2) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 8.55 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.54
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.54. Court-ordered indemnification

§ 8.54. Court-ordered indemnification|Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the amount it considers proper if it determines:  (1) the director is entitled to mandatory indemnification under section 8.52 of this title, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in subsection 8.51(a) of this title or was adjudged liable as described in subsection 8.51(d) of this title, but if the director was adjudged so liable, indemnification is limited to reasonable expenses incurred. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.55
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.55. Determination and authorization of indemnification

§ 8.55. Determination and authorization of indemnification|(a) Except as provided in section 8.53 of this title, a corporation may not indemnify a director under section 8.51 of this title prior to the final resolution of a proceeding, whether by judgment, order, settlement, conviction, plea, or otherwise, and unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct as set forth in section 8.51 of this title.(b) The determination shall be made:  (1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) if a quorum cannot be obtained under subdivision (1) of this subsection, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (3) by special legal counsel:  (A) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2) of this subsection; or (B) if a quorum of the board cannot be obtained under subdivision (1) of this subsection and a committee cannot be designated under subdivision (2) of this subsection, selected by majority vote of the full board in which selections directors who are parties may participate; or  (4) by the members of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination.   (c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) of this section to select counsel.(d) A director of a public benefit corporation may not be indemnified until 20 days after the effective date of written notice to the Attorney General of the proposed indemnification. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.56
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.56. Indemnification of officers, employees, and agents

§ 8.56. Indemnification of officers, employees, and agents|Unless limited by a corporation's articles of incorporation:  (1) an officer of the corporation who is not a director is entitled to mandatory indemnification under section 8.52 of this title, and is entitled to apply for court-ordered indemnification under section 8.54 of this title, in each case to the same extent as a director; (2) the corporation may indemnify and advance expenses under this subchapter to an officer, employee, or agent of the corporation who is not a director to the same extent as a director; and (3) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 8.57
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 8 - Directors and Officers|§ 8.57. Insurance

§ 8.57. Insurance|A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 8.51 or 8.52 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)