reglab/housing_qa huggingface dataset:
11 V.S.A. § 811
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 811. Meetings

§ 811. Meetings|(a) A board of directors shall meet at least annually and may hold meetings inside or outside this State.(b) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication if all directors attending the meeting can communicate with each other during the meeting. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 812
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 812. Action without meeting

§ 812. Action without meeting|(a) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.(b) Consent under subsection (a) of this section may be withdrawn by a director in a record at any time before the mutual benefit enterprise receives consent from all directors.(c) A record of consent for any action under subsection (a) of this section may specify the effective date or time of the action. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 813
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 813. Meetings and notice

§ 813. Meetings and notice|(a) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required.(b) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors shall be given to all directors at least three days before the meeting, the notice shall contain a statement of the purpose of the meeting, and the meeting is limited to the matters contained in the statement. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 814
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 814. Waiver of notice of meeting

§ 814. Waiver of notice of meeting|(a) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.(b) Unless the organic rules otherwise provide, a director's participation in a meeting is a waiver of notice of that meeting unless:  (1) the director objects to the meeting at the beginning of the meeting or promptly upon the director's arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting; or (2) the director promptly objects upon the introduction of any matter for which notice under section 813 of this title has not been given and does not thereafter vote in favor of or otherwise assent to the action taken on the matter. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 815
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 815. Quorum

§ 815. Quorum|(a) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors.(b) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.(c) A director present at a meeting but objecting to notice under subdivision 814(b)(1) or (2) of this title does not count toward a quorum. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 816
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 816. Voting

§ 816. Voting|(a) Each director shall have one vote for purposes of decisions made by the board of directors.(b) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 817
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 817. Committees

§ 817. Committees|(a) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.(b) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a mutual benefit enterprise need not be a director or member.(c) An individual who is not a director and is serving on a committee has the same rights, duties, and obligations as a director serving on the committee.(d) Unless the organic rules otherwise provide, each committee of a mutual benefit enterprise may exercise the powers delegated to it by the board of directors, but a committee may not:  (1) approve allocations or distributions except according to a formula or method prescribed by the board of directors; (2) approve or propose to members action requiring approval of members; or (3) fill vacancies on the board of directors or any of its committees. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 818
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 818. Standards of conduct and liability

§ 818. Standards of conduct and liability|(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 that 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 enterprise.   (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 enterprise 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 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 819a
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 819a. Judicial action

§ 819a. Judicial action|(a) A transaction effected or proposed to be effected by the enterprise, or by an entity controlled by the enterprise, may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the enterprise in a proceeding by a member or by or in the right of the enterprise 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 enterprise in a proceeding by a member or by or in the right of the enterprise 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 819b of this title at any time; or (2) the members' action respecting the transaction was taken in compliance with section 819c 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 enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 819b
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 819b. Directors' action

§ 819b. Directors' action|(a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of subdivision 819a(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 of 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 819(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 organization, the bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 819c
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 819c. Members' action

§ 819c. Members' action|(a) Members' action respecting a director's conflicting interest transaction is effective for purposes of subdivision 819a(b)(2) of this title if a majority of the votes cast by the holders of all of the voting power of the members is in favor of the transaction after:  (1) notice to members describing the action to be taken respecting the transaction; (2) provision to the enterprise of the information referred to in subsection (b) of this section; and (3) communication of the information that is the subject of required disclosure to the members entitled to vote on the transaction, to the extent the information is not known by them.   (b) A director who has a conflicting interest respecting the transaction shall, before the members' vote, inform the secretary or other officer or agent of the enterprise authorized to tabulate votes, in writing, of the voting power that the director knows is not qualified voting power under subsection (c) of this section and the identity of the holders of that power.(c) For purposes of this section, "qualified voting power" means the power entitled to be voted with respect to the transaction except for the voting power that the secretary or other officer or agent of the enterprise authorized to tabulate votes either knows, or under subsection (b) of this section is notified, is held by:  (1) a director who has a conflicting interest respecting the transaction; or (2) a person related to the director, excluding a person described in subdivision 819(5)(F) of this title.   (d) A majority of the votes entitled to be cast by the holders of all qualified voting power constitutes a quorum for purposes of compliance with this section. Subject to the provisions of subsection (e) of this section, members' action that otherwise complies with this section is not affected by the presence of holders of voting power that is not qualified voting power.(e) If a member's vote does not comply with subsection (a) of this section solely because of a director's failure to comply with subsection (b) of this section and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director and may give such effect, if any, to the member's vote as the court considers appropriate in the circumstances.(f) Where members' 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 organization, the bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the members, in which action voting power that is not qualified voting power may participate. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 820
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 820. Other considerations of directors

§ 820. Other considerations of directors|In determining what the director reasonably believes to be in the best interests of the enterprise, a director may consider:  (1) the interests of the enterprise's employees, suppliers, creditors, and customers; (2) the economy of the State, region, nation, and community, and societal considerations, including those of any community in which any offices or facilities of the enterprise are located; and (3) 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 enterprise and the long-term and short-term interests of the enterprise and its members, including the possibility that these interests may be best served by the continued independence of the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 821
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 821. Right of director or committee member to information

§ 821. Right of director or committee member to information|A director or a member of a committee appointed under section 817 of this title may obtain, inspect, and copy all information regarding the state of activities and financial condition of the mutual benefit enterprise and other information regarding the activities of the enterprise if the information is reasonably related to the performance of the director's duties as director or the committee member's duties as a member of the committee. Information obtained in accordance with this section may not be used in any manner that would violate any duty of or to the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 822
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 822. Appointment and authority of officers

§ 822. Appointment and authority of officers|(a) A mutual benefit enterprise has the officers:  (1) provided in the organic rules; or (2) established by the board of directors in a manner not inconsistent with the organic rules.   (b) The organic rules may designate or, if the rules do not designate, the board of directors shall designate one of the enterprise's officers for preparing all records required by section 114 of this title and for the authentication of records.(c) Unless the organic rules otherwise provide, the board of directors shall appoint the officers of the mutual benefit enterprise.(d) Officers of a mutual benefit enterprise shall perform the duties the organic rules prescribe or as authorized by the board of directors not in a manner inconsistent with the organic rules.(e) The election or appointment of an officer of a mutual benefit enterprise does not of itself create a contract between the enterprise and the officer.(f) Unless the organic rules otherwise provide, an individual may simultaneously hold more than one office in a mutual benefit enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 823
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 8 - Directors and Officers|§ 823. Resignation and removal of officers

§ 823. Resignation and removal of officers|(a) The board of directors may remove an officer at any time with or without cause.(b) An officer of a mutual benefit enterprise may resign at any time by giving notice in a record to the enterprise. Unless the notice specifies a later time, the resignation is effective when the notice is given. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 901
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 9 - Indemnification|§ 901. Article definitions

§ 901. Article definitions|In this article:  (1) "Enterprise" includes any enterprise or foreign predecessor entity of an enterprise 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 an enterprise or an individual who, while a director of an enterprise, is or was serving at the enterprise's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic enterprise, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the enterprise's request if the director's duties to the enterprise 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" means 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 an enterprise. (B) When used with respect to an individual other than a director, as contemplated in section 907 of this title, the office in an enterprise held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the enterprise. "Official capacity" does not include service for any other foreign or domestic corporation or any enterprise 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 enterprise and who has not and whose firm has not performed legal services for the enterprise pertaining to the matter for which indemnification is sought for a period of at least two years before retention as special counsel. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 902
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 9 - Indemnification|§ 902. Authority to indemnify

§ 902. Authority to indemnify|(a) Except as provided in subsection (d) of this section, an enterprise 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 enterprise, 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) An enterprise may not indemnify a director under this section:  (1) in connection with a proceeding by or in the right of the enterprise in which the director was adjudged liable to the enterprise; 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 enterprise is limited to reasonable expenses incurred in connection with the proceeding. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
11 V.S.A. § 903
2021 Vermont Statutes|Title 11C - Mutual Benefit Enterprises|Chapter 9 - Indemnification|§ 903. Mandatory indemnification

§ 903. Mandatory indemnification|Unless limited by its articles of organization, an enterprise 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 enterprise against reasonable expenses incurred by the director in connection with the proceeding. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)