reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.13. Financially disinterested majority—Public benefit corporations

§ 8.13. Financially disinterested majority—Public benefit corporations
(a) No more than 49 percent of the individuals serving on the board of any public benefit corporation may be financially interested persons.
(b) For the purposes of this section, “financially interested persons” means:
(1) individuals who have received or are entitled to receive compensation, directly or indirectly, from the corporation for services rendered to it within the previous 12 months, whether as full- or part-time employees, independent contractors, consultants, or otherwise, excluding any reasonable payments made to directors for serving as directors; or
(2) any spouse, brother, sister, parent, or child of any such individual.
(c) The failure to comply with the provisions of this section shall not affect the validity or enforceability of any transaction entered into by a corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.20. Regular and special meetings

§ 8.20. Regular and special meetings
(a) If the time and place of a directors’ meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(b) A board of directors may hold regular or special meetings in or outside this State.
(c) Unless the articles of incorporation or bylaws provide otherwise, a board 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 36, eff. April 15, 2010; 2011, No. 52, § 19, eff. May 27, 2011.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.21. Action without meeting

§ 8.21. Action without meeting
(a) Unless the articles of incorporation or bylaws provide otherwise, 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 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.22. Call and notice of meetings

§ 8.22. Call and notice of meetings
(a) Unless the articles of incorporation, bylaws, or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice of the date, time, place, or purpose of the meeting.
(b) Unless the articles of incorporation, bylaws, or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by at least two business days’ notice to each director 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.
(c) In corporations without members, any board action to remove a director or to approve a matter which would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days’ written notice that the matter will be voted upon at a directors’ meeting or unless notice is waived pursuant to section 8.23 of this title.
(d) Unless the articles of incorporation or bylaws otherwise provide, the presiding officer of the board, the president, or 20 percent of the directors then in office may call and give notice of a meeting of the board. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit 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 in 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 the 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, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this title, the articles of incorporation, or bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit 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 this title, 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 abstention 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.25. Committees of the board

§ 8.25. Committees of the board
(a) Unless prohibited or limited by the articles of incorporation or bylaws, a board of directors may create one or more committees and appoint members of the board to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to it must be approved by the greater of:
(1) a majority of all the directors in office when the action is taken; or
(2) the number of directors required by the articles of incorporation or bylaws to take action under section 8.24 of this title.
(c) Sections 8.20 through 8.24 of this title, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under section 8.01 of this title.
(e) A committee of the board may not, however:
(1) authorize distributions;
(2) approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets;
(3) elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or
(4) adopt, amend, or repeal the articles of incorporation or bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 8.30 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.30. General standards for directors

§ 8.30. General standards for directors
(a) A director shall discharge his or her duties as a director, including the director’s duties as a member of a committee:
(1) in good faith;
(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) in a manner the director reasonably believes to be in the best interests of the corporation.
(b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or
(3) a committee of the board of directors of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.
(c) A director is not acting in good faith if the director has knowledge or a substantial reason to believe concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d) A director is not liable for the performance of the duties of his or her office if the director acted in compliance with this section.
(e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.32. Loans to or guarantees for directors and officers

§ 8.32. Loans to or guarantees for directors and officers
(a) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.
(b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.33. Liability for unlawful distributions; statute of limitations

§ 8.33. Liability for unlawful distributions; statute of limitations
(a) A director who votes for or assents to a distribution made in violation of this title is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this title if it is established that the director did not perform his or her duties in compliance with section 8.30 of this title.
(b) A director held liable for an unlawful distribution under subsection (a) of this section is entitled to contribution:
(1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 8.30 of this title; and
(2) from each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this title.
(c) A proceeding under this section is barred unless it is commenced within six years after the date on which the effect of the distribution was measured under this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.40. Required officers

§ 8.40. Required officers
(a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board.
(b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the corporation.
(c) The same individual may simultaneously hold more than one office in a corporation, except that a person may not simultaneously hold the office of president and secretary. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.41. Duties and authority of officers

§ 8.41. Duties and authority of officers
Each officer has the authority and shall perform the duties set forth in the bylaws. In addition, each officer, to the extent consistent with the bylaws, has the authority and shall perform the duties prescribed in a resolution of the board. The board may authorize an officer, pursuant to a resolution of the board and to the extent consistent with the bylaws, to prescribe the duties and authority of other officers. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.42. Standards of conduct for officers

§ 8.42. Standards of conduct for officers
(a) An officer with discretionary authority shall discharge his or her duties under that authority:
(1) in good faith;
(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) in a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.
(b) In discharging his or her duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
(2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.
(c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted, or has a substantial reason to believe reliance is unwarranted.
(d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer if the officer acted in compliance with this section. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.43. Resignation and removal of officers

§ 8.43. Resignation and removal of officers
(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
(b) A board may remove any officer at any time with or without cause. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.44. Contract rights of officers

§ 8.44. Contract rights of officers
(a) The appointment of an officer does not itself create contract rights.
(b) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.45. Officers’ authority to execute documents

§ 8.45. Officers’ authority to execute documents
Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by either the presiding officer of the board of directors and the president or, if the corporation has no president, or if they are the same person, then by the executive director of the corporation and any other officer. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.50. Subchapter definitions

§ 8.50. Subchapter definitions
As used in this subchapter:
(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon the consummation of the transaction.
(2) “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation’s request if the director’s duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.
(3) “Expenses” mean the reasonable costs incurred in connection with a proceeding, including reasonable attorney’s fees.
(4) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding.
(5) “Official capacity” means:
(A) when used with respect to a director, the office of director in a corporation; and
(B) when used with respect to an individual other than a director, as contemplated in section 8.56 of this title, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. “Official capacity” does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
(6) “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(7) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
(8) “Special legal counsel” means counsel that has never been an employee of the corporation and who has not, and whose firm has not, performed legal services for the corporation pertaining to the matter for which indemnification is sought for a period of at least two years before retention as special counsel. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.51. Authority to indemnify

§ 8.51. Authority to indemnify
(a) Except as provided in subsection (d) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual:
(1) conducted himself or herself in good faith; and
(2) reasonably believed:
(A) in the case of conduct in his or her official capacity with the corporation, that the director’s conduct was in its best interests; and
(B) in all other cases, that his or her conduct was not in opposition to the corporation’s best interests; and
(3) in the case of any proceeding brought by a governmental entity, the director had no reasonable cause to believe his or her conduct was unlawful, and the director is not finally found to have engaged in a reckless or intentional criminal act.
(b) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subdivision (a)(2)(B) of this section.
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this section:
(1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.52. Mandatory indemnification

§ 8.52. Mandatory indemnification
Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she is or was a director of the corporation against reasonable expenses, reasonably incurred by the director in connection with the proceeding. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.53. Advance for expenses

§ 8.53. Advance for expenses
(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) the director furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in section 8.51 of this title;
(2) the director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and
(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this subchapter.
(b) The undertaking required by subdivision (a)(2) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 8.55 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.54. Court-ordered indemnification

§ 8.54. Court-ordered indemnification
Unless limited by a corporation’s articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the amount it considers proper if it determines:
(1) the director is entitled to mandatory indemnification under section 8.52 of this title, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or
(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in subsection 8.51(a) of this title or was adjudged liable as described in subsection 8.51(d) of this title, but if the director was adjudged so liable, indemnification is limited to reasonable expenses incurred. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.55. Determination and authorization of indemnification

§ 8.55. Determination and authorization of indemnification
(a) Except as provided in section 8.53 of this title, a corporation may not indemnify a director under section 8.51 of this title prior to the final resolution of a proceeding, whether by judgment, order, settlement, conviction, plea, or otherwise, and unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct as set forth in section 8.51 of this title.
(b) The determination shall be made:
(1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(2) if a quorum cannot be obtained under subdivision (1) of this subsection, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;
(3) by special legal counsel:
(A) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2) of this subsection; or
(B) if a quorum of the board cannot be obtained under subdivision (1) of this subsection and a committee cannot be designated under subdivision (2) of this subsection, selected by majority vote of the full board in which selections directors who are parties may participate; or
(4) by the members of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination.
(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) of this section to select counsel.
(d) A director of a public benefit corporation may not be indemnified until 20 days after the effective date of written notice to the Attorney General of the proposed indemnification. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.56. Indemnification of officers, employees, and agents

§ 8.56. Indemnification of officers, employees, and agents
Unless limited by a corporation’s articles of incorporation:
(1) an officer of the corporation who is not a director is entitled to mandatory indemnification under section 8.52 of this title, and is entitled to apply for court-ordered indemnification under section 8.54 of this title, in each case to the same extent as a director;
(2) the corporation may indemnify and advance expenses under this subchapter to an officer, employee, or agent of the corporation who is not a director to the same extent as a director; and
(3) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 8 - Directors and Officers › § 8.57. Insurance

§ 8.57. Insurance
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 8.51 or 8.52 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit 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 members 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 appearing 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.01. Authority to amend

§ 10.01. Authority to amend
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.02. Amendment by directors

§ 10.02. Amendment by directors
(a) Unless the articles provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles without member approval:
(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 names and addresses of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; or
(4) 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 to the name.
(b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation’s articles subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.03. Amendment by directors and members

§ 10.03. Amendment by directors and members
(a) Unless this act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation’s articles to be adopted must be approved:
(1) by the board if the corporation is a public benefit corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(2) except as provided in subsection 10.02(a) of this title, by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title.
(b) The members may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any basis.
(c) If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 7.05 of this title. The notice must 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) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.04. Class voting by members on amendments

§ 10.04. Class voting by members on amendments
(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:
(1) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;
(2) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
(3) increase or decrease the number of memberships authorized for that class;
(4) increase the number of memberships authorized for another class;
(5) effect an exchange, reclassification, or termination of the memberships of that class; or
(6) authorize a new class of memberships.
(c) If a class is to be divided into two or more classes as a result of an amendment to the articles, the amendment must be approved by the members of each class that would be created by the amendment.
(d) If a class vote is required to approve an amendment to the articles, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(e) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.05. Articles of amendment

§ 10.05. Articles of amendment
A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment adopted;
(3) the date of each amendment’s adoption;
(4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;
(5) if approval by members was required:
(A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and
(B) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class;
(6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required, pursuant to section 10.30 of this title, a statement that the approval was obtained. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.06. Restated articles of incorporation

§ 10.06. Restated articles of incorporation
(a) A corporation’s board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.
(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 10.03 of this title.
(c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.
(d) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing 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 or summary of the restatement that identifies any amendments or other change it would make in the articles.
(e) If the board seeks to have the restatement’s approval by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendment or other change it would make in the articles.
(f) A restatement requiring approval by the members must be approval by the same vote as an amendment to articles under section 10.03 of this title.
(g) If the restatement includes an amendment requiring approval pursuant to section 10.30 of this title, the board must submit the restatement for such approval.
(h) A corporation restating its articles shall deliver to the Secretary of State 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 approval by the member or any other person other than the board of directors 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 approval by the members, the information required by section 10.05 of this title; and
(3) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 10.30 of this title, a statement that such approval was obtained.
(i) Duly adopted articles of incorporation supersede the original articles of incorporation and all amendments to them.
(j) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including in the certificate information required by subsection (h) of this section. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.07. Amendment pursuant to judicial reorganization

§ 10.07. Amendment pursuant to judicial reorganization
(a) A corporation’s articles may be amended without board approval or approval by the members or approval required pursuant to section 10.30 of this title to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 2.02 of this title.
(b) The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment approved by the court;
(3) the date of the court’s order or decree approving the articles of amendment;
(4) the title of the reorganization proceeding in which the order or decree was entered; and
(5) a statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.08. Effect of amendment and restatement

§ 10.08. Effect of amendment and restatement
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.20. Amendment by directors

§ 10.20. Amendment by directors
If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation’s bylaws subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 11B - Nonprofit Corporations › Chapter 10 - Amendment of Articles of Incorporation and Bylaws › § 10.21. Amendment by directors and members

§ 10.21. Amendment by directors and members
(a) Unless this act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation’s bylaws to be adopted must be approved:
(1) by the board if the corporation is a public benefit corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(2) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title.
(b) The members may condition the amendment’s adoption on its receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing 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 amendment and contain or be accompanied by a copy and any summary of the amendment.
(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)