Title 11A, Title 11A: Vermont Business Corporations

§ 7.05. Notice of meeting (a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than ten nor more than 60 days before the meeting date. Unless this title or the articles of incorporation require otherwis…

§ 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 deli…

§ 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…

§ 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 …

§ 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’ meetin…

§ 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 th…

§ 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.…

§ 7.24. Corporation’s acceptance of votes (a) If the name signed or delivered by electronic transmission on a vote consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, wa…

§ 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…

§ 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 th…

§ 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 ad…

§ 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…

§ 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 transfer…

§ 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 vot…

§ 7.32. Shareholder agreements (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this title in that it: (1) eliminate…

§ 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 …