Board of Directors

V.S.A. tit. 11B, ch. 8, subch. 1

in effect

11B V.S.A. § 8.01 Requirement for and duties of board

8.01. Requirement for and duties of board (a) Each corporation must have a board of directors. (b) Except as provided in this title or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board. (c) The articles of incorporation may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.02 Qualifications of directors

8.02. Qualifications of directors All directors must be individuals. The articles of incorporation or bylaws may prescribe other qualifications for directors. A director need not be a resident of this State or a member of the corporation unless the articles of incorporation or bylaws so prescribe. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.03 Number of directors

8.03. Number of directors (a) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (b) The number of directors may be increased or decreased (but to no fewer than three) from time to time by amendment to or in the manner prescribed in the articles of incorporation or bylaws. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.04 Election, designation, and appointment of directors

8.04. Election, designation, and appointment of directors (a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated. (b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the directors (other than the initial directors) shall be elected by the board. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.05 Terms of directors generally

8.05. Terms of directors generally (a) The articles of incorporation or bylaws must specify the terms of directors. Except for designated or appointed directors, the term of directors may not exceed six years. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director shall be one year. Directors may be elected for successive terms. (b) A decrease in the number of directors or term of office does not shorten an incumbent director’s term. (c) Except as provided in the articles of incorporation or bylaws: (1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and (2) the term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling. (d) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.06 Staggered terms for directors

8.06. Staggered terms for directors The articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into two, three, four, five, or six groups, with each group containing one-half, one-third, one-quarter, one-fifth or one-sixth of the total, as near as may be. In that event, the terms of the directors in the first group expire at the first annual members’ meeting after their election, the terms of the second group expire at the second members’ meeting after their election, and the terms of the third group, fourth group, fifth group, and sixth group, if any, expire at the third, fourth, fifth, or sixth annual members’ meeting after their election. At each annual members’ meeting held thereafter, directors shall be chosen for a term not to exceed six years, as the case may be, to succeed those whose terms expire. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 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 directors of the corporation. (b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.08 Removal of directors elected by members or directors

8.08. Removal of directors elected by members or directors (a) The members may remove one or more directors elected by them without cause. (b) If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping. (c) Except as provided in subsection (i) of this section, a director may be removed under subsection (a) or (b) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director’s removal. (e) A director elected by members may be removed by the members 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. (f) In computing whether a director is protected from removal under subsections (b) through (d) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director’s election. (g) An entire board of directors may be removed under subsections (a) through (e) of this section. (h) The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles of incorporation or bylaws. (i) If at the beginning of a director’s term on the board, the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office votes for the removal. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.09 Removal of designated or appointed directors

8.09. Removal of designated or appointed directors (a) A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation. (b) Appointed directors: (1) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed without cause by the person appointing the director. (2) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation’s president or secretary. (3) A removal is effective when the notice is effective unless the notice specifies a future effective date. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.10 Removal of directors by judicial proceeding

8.10. Removal of directors by judicial proceeding (a)(1) The Superior Court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or the Attorney General in the case of a public benefit corporation if the court finds that: (A) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, that the provisions of section 8.13 of this title have been violated, or a final judgment has been entered finding that the director has violated a duty set forth in sections 8.30 through 8.33 of this title; 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 Superior Court of Washington County 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 serving on the board for a period prescribed by the court. (c) If members or the Attorney General commence a proceeding under subsection (a) of this section, the corporation shall be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the Attorney General written notice of the proceeding. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.11 Vacancy on board

8.11. Vacancy on board (a) Unless the articles of incorporation or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors: (1) the board of directors may fill the vacancy; or (2) 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. (b) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable article or bylaw provision the vacancy may not be filled by the board. (d) 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.12 Compensation of directors

8.12. Compensation of directors Unless the articles of incorporation or bylaws provide otherwise, a board of directors may fix the compensation of directors. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 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.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11B/008Fetched: 10/21/2026