reglab/statecodes huggingface dataset:
2023 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.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.07. Record date

§ 7.07. Record date
(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
(b) A record date fixed under this section may not be less than 10 nor more than 70 days before the meeting or action requiring a determination of shareholders.
(c) A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.20. Shareholders’ list for meeting

§ 7.20. Shareholders’ list for meeting
(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder.
(b) The shareholders’ list must be made available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder of record and entitled to vote at that meeting, his or her agent, or attorney is entitled on written demand to inspect and, subject to the requirements of subsection 16.02(c) of this title, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.
(c) The corporation shall make the shareholders’ list available at the meeting, and any shareholder of record and entitled to vote at that meeting, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or at any adjournment.
(d) If the corporation refuses to allow a shareholder of record and entitled to vote at that meeting, his or her agent, or attorney to inspect the shareholders’ list before or at the meeting (or copy the list as permitted by subsection (b) of this section), the superior court of a county where a corporation’s principal office (or if none in this State, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting, unless a shareholder, or his or her agent or attorney objects on the record or in writing to such refusal or failure prior to such action having been taken. In the event of such refusal or failure, and such objection, the action taken at the meeting shall be negated unless:
(1) the meeting is recessed for a period of not less than five days after the list is made available to the objecting party; or
(2) the corporation petitions and the superior court declares that the corporation’s refusal or failure is in accordance with the law. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.21. Voting entitlement of shares

§ 7.21. Voting entitlement of shares
(a) Except as provided in subsections (b) and (c) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.
(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
(c) Subsection (b) of this section shall not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.22. Proxies

§ 7.22. Proxies
(a) A shareholder may vote his or her shares in person or by proxy.
(b) A shareholder may appoint a proxy to vote or otherwise act for him or her by:
(1) signing an appointment form, either personally or by his or her attorney-in-fact; or
(2) by transmitting to the corporation or the corporation’s duly authorized agent an appointment of a proxy by electronic transmission, including telephone or e-mail.
(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is expressly provided in the appointment form.
(d) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(1) a pledgee;
(2) a person who purchased or agreed to purchase the shares;
(3) a creditor of the corporation who extended it credit under terms requiring the appointment;
(4) an employee of the corporation whose employment contract requires the appointment; or
(5) a party to a voting agreement created under section 7.31 or 20.12 of this title.
(e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.
(f) An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.
(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he or she did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(h) Subject to section 7.24 of this title and to any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2001, No. 26, § 1.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.23. Shares held by nominees

§ 7.23. Shares held by nominees
(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(b) The procedure may set forth:
(1) the types of nominees to which it applies;
(2) the rights or privileges that the corporation recognizes in a beneficial owner;
(3) the manner in which the procedure is selected by the nominee;
(4) the information that must be provided when the procedure is selected;
(5) the period for which selection of the procedure is effective; and
(6) other aspects of the rights and duties created. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.25. Quorum and voting requirements for voting groups

§ 7.25. Quorum and voting requirements for voting groups
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this title provide for a greater quorum, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this title require a greater number of affirmative votes.
(d) An amendment of the articles of incorporation adding, changing, or deleting a greater quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 7.27 of this title.
(e) The election of directors is governed by section 7.28 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.26. Action by single and multiple voting groups

§ 7.26. Action by single and multiple voting groups
(a) If the articles of incorporation or this title provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 7.25 of this title.
(b) If the articles of incorporation or this title provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 7.25 of this title. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.27. Greater quorum or voting requirements

§ 7.27. Greater quorum or voting requirements
(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by this title.
(b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.28. Voting for directors; cumulative voting

§ 7.28. Voting for directors; cumulative voting
(a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
(c) A statement included in the articles of incorporation that “(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors” (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
(1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2) a shareholder who has the right to cumulate his or her votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.30. Voting trusts

§ 7.30. Voting trusts
(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation’s principal office.
(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee’s name. A voting trust is valid for not more than 10 years after its effective date unless extended under subsection (c) of this section.
(c) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing an extension agreement and obtaining the voting trustee’s written consent to the extension. An extension is valid for 10 years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation’s principal office. An extension agreement binds only those parties signing it. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.31. Voting agreements

§ 7.31. Voting agreements
(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 7.30 of this title.
(b) A voting agreement created under this section is specifically enforceable. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 7 - Shareholders › § 7.40. Procedure in derivative proceedings

§ 7.40. Procedure in derivative proceedings
(a) A person may not commence a proceeding in the right of a domestic or foreign corporation unless such person was a shareholder of the corporation when the transaction complained of occurred or unless such person became a shareholder through transfer by operation of law from one who was a shareholder at that time.
(b) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why he or she did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(c) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.
(d) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the shareholder’s behalf. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.01. Requirement for and duties of board of directors

§ 8.01. Requirement for and duties of board of directors
(a) Except as provided in subsection (c) of this section, each corporation must have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
(c) A close corporation may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors, pursuant to section 20.09 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.02. Qualifications of directors

§ 8.02. Qualifications of directors
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.03. Number and election of directors

§ 8.03. Number and election of directors
(a) A board of directors of a corporation which is not a close corporation dispensing with a board of directors pursuant to section 20.08 of this title must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.
(b) Directors are elected at the first annual shareholders’ meeting and at each annual meeting thereafter unless their terms are staggered under section 8.06 of this title.
(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and a maximum number of members, and shall state the manner in which the positions so created are to be filled. Prior to the issuance of shares the directors may adopt or change such a provision; subsequent to the issuance of shares only the shareholders may do so. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. With respect to a close corporation, only the shareholders may fix or change the number of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 92, June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.04. Election of directors by certain classes of shareholders

§ 8.04. Election of directors by certain classes of shareholders
If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class (or classes) of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.05. Terms of directors generally

§ 8.05. Terms of directors generally
(a) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.
(b) The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under section 8.06 of this title.
(c) A decrease in the number of directors does not shorten an incumbent director’s term.
(d) The term of a director elected to fill a vacancy shall be elected for the unexpired term of the director’s predecessor in office.
(e) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or until there is a decrease in the number of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.06. Staggered terms for directors

§ 8.06. Staggered terms for directors
The articles of incorporation may provide for staggering their terms by dividing the total number of directors into two, three, four, or five groups, with each group containing one-half, one-third, one-quarter, or one-fifth of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the third group, fourth group, and fifth group, if any, expire at the third, fourth, or fifth annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be chosen for a term not to exceed five years, as the case may be, to succeed those whose terms expire. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.07. Resignation of directors

§ 8.07. Resignation of directors
(a) A director may resign at any time by delivering written notice to the board of directors, its chair, or to the president or other officer responsible for recording the minutes of the meetings of the shareholders and directors of the corporation.
(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.08. Removal of directors by shareholders

§ 8.08. Removal of directors by shareholders
(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.09. Removal of directors by judicial proceeding

§ 8.09. Removal of directors by judicial proceeding
(a)(1) The Superior Court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that:
(A) the director engaged in fraudulent or dishonest conduct relating to the corporation, or in a gross abuse of authority or discretion relating to the corporation; and
(B) removal is in the best interest of the corporation.
(2) The petition for removal shall be filed:
(A) in the county where the corporation’s principal office is located;
(B) in the county where the corporation’s registered office is located if the corporation has no principal office in this State; or
(C) in the Washington County Superior Court where the corporation has no principal office or registered office in this State.
(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c) If shareholders commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.10. Vacancy on board

§ 8.10. Vacancy on board
(a)(1) If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:
(A) the shareholders may fill the vacancy;
(B) the board of directors may fill the vacancy; or
(C) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) The articles of incorporation may require that the manner of filling a vacancy on the board of directors shall be limited to any one or more of the methods authorized by subdivision (1) of this subsection.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection 8.07(b) of this title or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.20. Meetings

§ 8.20. Meetings
(a) The board of directors may hold regular or special meetings, as defined in subdivision 1.40(26) of this title, in or outside this State.
(b) The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, including an electronic, telecommunications, and video- or audio-conferencing conference telephone call, by which all directors participating may simultaneously or sequentially communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 93; 2011, No. 52, § 18, eff. May 27, 2011.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.21. Action without meeting

§ 8.21. Action without meeting
(a) Unless the articles of incorporation or bylaws preclude the taking of action required or permitted by this title without a meeting of the board of directors, action required or permitted by this title to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. Each action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.22. Notice of meeting

§ 8.22. Notice of meeting
(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two business days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.23. Waiver of notice

§ 8.23. Waiver of notice
(a) A director may waive any notice required by this title, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(b) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.24. Quorum and voting

§ 8.24. Quorum and voting
(a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:
(1) a majority of the fixed number of directors if the corporation has a fixed board size; or
(2) a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(1) the director objects at the beginning of the meeting (or promptly upon the director’s arrival) to holding it or transacting business at the meeting;
(2) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) the director delivers written notice of the director’s dissent or abstension to the presiding officer of the meeting before its adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.25. Committees

§ 8.25. Committees
(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to it must be approved by the greater of:
(1) a majority of all the directors in office when the action is taken; or
(2) the number of directors required by the articles of incorporation or bylaws to take action under section 8.24 of this title.
(c) Sections 8.20 through 8.24 of this title, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under section 8.01 of this title.
(e) A committee may not, however:
(1) authorize distributions;
(2) approve or propose to shareholders action that this title requires be approved by shareholders;
(3) fill vacancies on the board of directors or on any of its committees;
(4) amend articles of incorporation pursuant to section 10.02 of this title;
(5) adopt, amend, or repeal bylaws;
(6) approve a plan of merger not requiring shareholder approval;
(7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
(8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 8.30 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.30. General standards for directors

§ 8.30. General standards for directors
(a) A director shall discharge his or her duties as a director, including the director’s duties as a member of a committee:
(1) In good faith.
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(3) In a manner the director reasonably believes to be in the best interests of the corporation. In determining what the director reasonably believes to be in the best interests of the corporation, a director of a corporation which has a class of voting stock registered under section 12 of the Securities Exchange Act of 1934, as the same may be amended from time to time, may, in addition, consider the interests of the corporation’s employees, suppliers, creditors and customers, the economy of the State, region and nation, community and societal considerations, including those of any community in which any offices or facilities of the corporation are located, and any other factors the director in his or her discretion reasonably considers appropriate in determining what he or she reasonably believes to be in the best interests of the corporation, and the long-term and short-term interests of the corporation and its stockholders, and including the possibility that these interests may be best served by the continued independence of the corporation; provided that nothing in this subdivision shall affect in any way the interests that may be considered by the director of a corporation which does not have a class of voting stock registered under section 12 of the Securities Exchange Act of 1934, as the same may be amended from time to time, in determining what such director reasonably believes to be in the best interests of the corporation.
(b) In discharging his or her duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or
(3) a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(c) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance permitted by subsection (b) of this section unwarranted.
(d) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of his or her office in compliance with this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1997, No. 102 (Adj. Sess.), § 15a, eff. April 16, 1998.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.33. Liability for unlawful distributions; statute of limitations

§ 8.33. Liability for unlawful distributions; statute of limitations
(a) A director who votes for or assents to a distribution made in violation of section 6.40 of this title or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 6.40 or the articles of incorporation if it is established that the director did not perform his or her duties in compliance with section 8.30 of this title.
(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution:
(1) from every other director who could be held liable under subsection (a) for the unlawful distribution; and
(2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 6.40 of this title or the articles of incorporation.
(c) A proceeding under this section is barred unless it is commenced within six years after the date on which the effect of the distribution was measured under section 6.40(e) of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.40. Officers

§ 8.40. Officers
(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors’ and shareholders’ meetings and for authenticating and maintaining the records of the corporation required to be kept under subsections 16.01(a) and (e) of this title.
(d) The same individual may simultaneously hold more than one office in a corporation.
(e) [Repealed.] (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2001, No. 77 (Adj. Sess.), § 5; 2007, No. 190 (Adj. Sess.), § 94, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.41. Duties of officers

§ 8.41. Duties of officers
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.43. Resignation and removal of officers

§ 8.43. Resignation and removal of officers
(a) An officer may resign at any time by delivering notice to the president or other officer responsible for recording the minutes of the meetings of the shareholders and directors of the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(b) A board of directors may remove any officer at any time with or without cause. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.44. Contract rights of officers

§ 8.44. Contract rights of officers
(a) The appointment of an officer does not itself create contract rights.
(b) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.50. Subchapter definitions

§ 8.50. Subchapter definitions
In this subchapter:
(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon the consummation of the transaction.
(2) “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation’s request if the director’s duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.
(3) “Expenses” mean the reasonable costs incurred in connection with a proceeding, including reasonable attorney’s fees.
(4) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
(5) “Official capacity” means:
(A) When used with respect to a director, the office of director in a corporation.
(B) When used with respect to an individual other than a director, as contemplated in section 8.56 of this title, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust employee benefit plan, or other enterprise.
(6) “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(7) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
(8) “Special legal counsel” means counsel that has never been an employee of the corporation and who has not, and whose firm has not, performed legal services for the corporation pertaining to the matter for which indemnification is sought for a period of at least two years before retention as special counsel. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 8 - Directors and Officers › § 8.51. Authority to indemnify

§ 8.51. Authority to indemnify
(a) Except as provided in subsection (d) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:
(1) the director conducted himself or herself in good faith; and
(2) the director reasonably believed:
(A) in the case of conduct in the director’s official capacity with the corporation, that the director’s conduct was in its best interests; and
(B) in all other cases, that the director’s conduct was at least not opposed to its best interests; and
(3) in the case of any proceeding brought by a governmental entity, the director had no reasonable cause to believe his or her conduct was unlawful, and the director is not finally found to have engaged in a reckless or intentional unlawful act.
(b) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision (a)(2)(B) of this section.
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this section:
(1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 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.)