Voting

V.S.A. tit. 11B, ch. 7, subch. 2

in effect

11B V.S.A. § 7.20 Members’ list for meeting

7.20. Members’ list for meeting (a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members. (b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member’s agent, or attorney is entitled on written demand to inspect and, subject to the limitations of subsection 16.02(c) and section 16.05 of this title, to copy the list, at a reasonable time and at the member’s expense, during the period it is available for inspection. (c) The corporation shall make the list of members available at the meeting, and any member, a member’s agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. (d) If the corporation refuses to allow a member, a member’s agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b) of this section), the Superior Court of the county where a corporation’s principal office (or if none in this State, its registered office) is located, on application of the member, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member’s costs (including reasonable counsel fees) incurred to obtain the order. (e) Refusal or failure to prepare or make available the members’ list does not affect the validity of action taken at the meeting, unless a member, or his or her agent or attorney objects on the record or in writing to such refusal or failure prior to such action having been taken. In the event of such refusal or failure, and such objection, the action taken at the meeting shall be negated unless: (1) the meeting is recessed for a period of not less than five days after the list is made available to the objecting party; or (2) the corporation petitions and the Superior Court declares that the corporation’s refusal or failure is in accordance with the law. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 7.21 Voting entitlement generally

7.21. Voting entitlement generally (a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. (b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect: (1) if only one votes, such act binds all; and (2) if more than one votes, the vote shall be divided on a pro rata basis. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 7.22 Quorum requirements

7.22. Quorum requirements (a) Unless this title, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to decrease the quorum for any member action may be approved by the members, or, unless prohibited by the bylaws, by the board. (c) A bylaws amendment to increase the quorum required for any member action must be approved by the members. (d) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the meeting notice. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 7.23 Voting requirements

7.23. Voting requirements (a) Unless this title, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, action on a matter by members is approved, if the votes cast by the members favoring the action exceeds the votes cast opposing the action. (b) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 7.24 Proxies

7.24. Proxies (a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by: (1) signing an appointment form either personally or by an attorney-in-fact; or (2) by transmitting to the corporation or the corporation’s duly authorized agent an appointment of proxy by electronic transmission, including telephone or e-mail. (b) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form; provided, however, that no proxy shall be valid for more than three years from its date of execution. (c) An appointment of a proxy is revocable by the member. (d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (e) Appointment of a proxy is revoked by the person appointing the proxy: (1) attending any meeting and voting in person; (2) prior to a vote being taken on an action, delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a signed writing or an electronic transmission stating that the appointment of the proxy is revoked or a subsequent appointment form. (f) Subject to section 7.27 of this title and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2001, No. 26, § 3.

11B V.S.A. § 7.25 Cumulative voting for directors

7.25. Cumulative voting for directors (a) If the articles and bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates. (b) Cumulative voting is not authorized at a particular meeting unless: (1) the meeting notice or statement accompanying the notice states that cumulative voting will take place; or (2) a member who has the right to cumulate his or her votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting, and if one member gives this notice, all other members entitled to vote and participating in the election are entitled to cumulate their votes without giving further notice. (c) A director elected by cumulative voting may be removed by the members without cause if the requirements of section 8.08 of this title are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. (d) Members may not cumulatively vote if the directors and members are identical. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 7.26 Other methods of electing directors

7.26. Other methods of electing directors A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) on the basis of chapter or other organizational unit; (2) by region or other geographic unit; (3) by preferential voting; and (4) by any other reasonable method. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 7.27 Corporation’s acceptance of votes

7.27. 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 member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. (b) If the name signed or delivered by electronic transmission on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if: (1) the member is an entity and the name signed or delivered by electronic transmission purports to be that of an officer or agent of the entity; (2) the name signed or delivered by electronic transmission purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the authority of the attorney-in-fact to represent the member has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) two or more persons hold the membership as cotenants or fiduciaries and the name signed or delivered by electronic transmission purports to be the name of at least one of the coholders and the person signing or delivering by electronic transmission appears to be acting on behalf of all the coholders; and (4) in the case of a mutual benefit corporation: (A) the name signed or delivered by electronic transmission purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (B) the name signed or delivered by electronic transmission purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment. (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of: (1) the signature on it; (2) the signatory’s authority to sign for the member; or (3) the electronic transmission by which the proxy appointment was made. (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2001, No. 26, § 4.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11B/007Fetched: 10/21/2026