Title 11A, Title 11A: Vermont Business Corporations

§ 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 …

§ 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 corpor…

§ 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…

§ 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 accor…

§ 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…

§ 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 unl…

§ 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 n…

§ 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 corporatio…

§ 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…

§ 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…

§ 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 …

§ 8.11. Compensation of directors Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

§ 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 t…

§ 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…

§ 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 fo…

§ 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…

§ 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 direc…

§ 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 …

§ 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 ci…

§ 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 distributi…

§ 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 of…

§ 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 presc…

§ 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…

§ 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 …

§ 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…

§ 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 …

§ 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 d…

§ 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 h…

§ 8.54. Court-ordered indemnification 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 t…

§ 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, conv…

§ 8.56. Indemnification of officers, employees, and agents Unless a corporation’s articles of incorporation limit indemnification of an officer, employee, or agent of the corporation: (1) an officer of the corporation who is not a director is entitled to mandatory indemnification…

§ 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 t…

§ 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 shareholders or board of directors, or in a contract or otherwise, is…