Title 11A, Title 11A: Vermont Business Corporations

§ 20.05. Additional articles of incorporation (a) The articles of incorporation of a close corporation may set forth reasonable qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of shares of any class, or by specifying cla…

§ 20.06. Bylaws A close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by section 20.07 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 199…

§ 20.07. Annual meeting (a) The annual meeting date for a close corporation is the first business day after February 1 unless its articles of incorporation, bylaws, or a shareholder agreement authorized by section 20.09 of this title fixes a different date. (b) A close corporatio…

§ 20.08. Elimination of board of directors (a) A close corporation may operate without a board of directors as required by section 8.03 of this title only if its articles of incorporation contain a statement to that effect and contain a statement that the liability of directors i…

§ 20.09. Shareholder agreements (a) If the articles of incorporation so provide pursuant to section 20.02(5)(C) of this title, all the shareholders of a close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and …

§ 20.10. Merger or consolidation (a) A plan of merger that if effected would terminate the close corporation status of a corporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that if any class of shares…

§ 20.11. Limitations on continuation of close corporation status The status of a close corporation subject to the provisions of this chapter shall continue until: (1) the close corporation files with the Secretary of State articles of amendment deleting from its articles of incor…

§ 20.12. Voluntary termination of close corporation status by amendment of articles of incorporation; vote required (a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this chapter by amending its articles of incorporation to d…

§ 20.13. Shareholders’ option to dissolve corporation (a) The articles of incorporation of any close corporation may include a provision granting to any shareholder, or to the holders of any specified number or percentage of shares of any class, an option to have the corporation …

§ 20.14. Involuntary termination of close corporation status; proceeding to prevent loss of status (a) A close corporation shall notify all shareholders of any event which would render the corporation no longer eligible to organize as a close corporation under the requirements of…

§ 20.15. Judicial dissolution (a) The Superior Court of the county in which the registered office of the corporation is located may entertain a petition of any shareholder for involuntary dissolution of any close corporation pursuant to sections 14.30-14.33 of this title. (b) Any…

§ 20.16. Special voting requirements (a) Unless a provision of this chapter specifically provides otherwise, an amendment to the articles of incorporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that …