reglab/housing_qa huggingface dataset:
11 V.S.A. § 8.52
2021 Vermont Statutes|Title 11A - Vermont Business 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 the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.53
2021 Vermont Statutes|Title 11A - Vermont Business 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 the director 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 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.54
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.54. Court-ordered indemnification

§ 8.54. Court-ordered indemnification|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 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 section 8.51 of this title or was adjudged liable as described in subsection 8.51(d), but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.55
2021 Vermont Statutes|Title 11A - Vermont Business 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 set forth in section 8.51.(b) The determination required by subsection (a) of this section, in accordance with the terms of section 8.51 of this title, 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 written opinion of 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 of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or  (4) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted 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. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.56
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.56. Indemnification of officers, employees, and agents

§ 8.56. Indemnification of officers, employees, and agents|Unless a corporation's articles of incorporation limit indemnification of an officer, employee, or agent of the corporation:  (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. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.57
2021 Vermont Statutes|Title 11A - Vermont Business 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 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 him or her against the same liability under section 8.51 or 8.52 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.58
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.58. Application of subchapter

§ 8.58. Application of subchapter|(a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this subchapter. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.(b) This subchapter does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 8.61
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.61. Judicial action

§ 8.61. Judicial action|(a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.(b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder, or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if:  (1) the directors' action respecting the transaction was taken in compliance with section 8.62 of this title at any time; (2) the shareholders' action respecting the transaction was taken in compliance with section 8.63 of this title at any time; or (3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 96, eff. June 6, 2008.)
11 V.S.A. § 8.62
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 8 - Directors and Officers|§ 8.62. Directors' action

§ 8.62. Directors' action|(a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of subdivision 8.61(b)(1) of this title if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors who voted on the transaction after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b) of this section, provided that:  (1) the qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and (2) where the action has been taken by a committee, all members of the committee were qualified directors, and either:  (A) the committee was composed of all the qualified directors on the board of directors; or (B) the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.    (b) Notwithstanding subsection (a) of this section, when a transaction is a director's conflicting interest transaction only because a related person described in subdivisions 8.60(5)(E) and (F) of this title is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction:  (1) all information required to be disclosed that is not so violative; (2) the existence and nature of the director's conflicting interest; and (3) the nature of the conflicted director's duty not to disclose the confidential information.   (c) A majority, but no fewer than two, of all the qualified directors on the board of directors or on the committee constitutes a quorum for purposes of action that complies with this section.(d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 97, eff. June 6, 2008.)
11 V.S.A. § 10.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.01. Authority to amend

§ 10.01. Authority to amend|(a) A corporation may amend its articles of incorporation at anytime to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provision relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 10.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.02. Amendment by board of directors

§ 10.02. Amendment by board of directors|Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:  (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) to delete the names and addresses of the initial directors; (3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; (4) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding; (5) to change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or (6) to make any other change expressly permitted by this title to be made without shareholder action. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 10.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.03. Amendment proposed by board of directors to the shareholders

§ 10.03. Amendment proposed by board of directors to the shareholders|(a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.(b) For the amendment to be adopted:  (1) the board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and (2) the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this section.   (c) The board of directors may condition its submission of the proposed amendment on any basis.(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 7.05 of this title. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.(e) Unless this title, the articles of incorporation, or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:  (1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and (2) the votes required by sections 7.25 and 7.26 of this title by every other voting group entitled to vote on the amendment. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 10.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.04. Voting on amendments by voting group

§ 10.04. Voting on amendments by voting group|(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this title) on a proposed amendment if the amendment would:  (1) increase or decrease the aggregate number of authorized shares of the class; (2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (3) effect an exchange or reclassification, or create the right of exchange, of all or part of all the shares of another class into shares of the class; (4) change the designation, rights, preferences, or limitations of all or part of the shares of the class; (5) change the shares of all or part of the class into a different number of shares of the same class; (6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preference with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (8) limit or deny an existing preemptive right of all or part of the shares of the class; or (9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.   (b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment.(c) If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provided that the shares are nonvoting shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 10.05
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.05. Amendment before issuance of shares

§ 10.05. Amendment before issuance of shares|If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 10.06
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.06. Articles of amendment

§ 10.06. Articles of amendment|A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:  (1) the name of the corporation; (2) the text of each amendment adopted; (3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (4) the date of each amendment's adoption; (5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; (6) if an amendment was approved by the shareholders:  (A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; (B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 10.07
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 10 - Amendment of Articles of Incorporation and Bylaws|§ 10.07. Restated articles of incorporation

§ 10.07. Restated articles of incorporation|(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in section 10.03 of this title.(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.(d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:  (1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or (2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 10.06 of this title.   (e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.(f) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d) of this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)