Corporators and Members

V.S.A. tit. 8, ch. 203, subch. 3

in effect

8 V.S.A. § 13301 Corporators of mutual financial institutions

13301. Corporators of mutual financial institutions (a) Persons named in the organizational documents constitute the original board of corporators of a mutual financial institution. Membership on this board continues until terminated by death, resignation, or disqualification as provided in this section. (b) All corporators shall be residents of the geographic area that the financial institution serves or an area proximate to this geographic area. A person shall not continue as a corporator after ceasing to be a resident of the financial institution’s geographic area or an area proximate to this geographic area. (c) Any corporator failing to attend the annual meeting of the board of corporators for two successive years ceases to be a member of the board unless reelected by a vote of the remaining corporators. (d) The number of corporators may be fixed or altered by the internal governance documents of the financial institution, and vacancies may be filled by election at any annual meeting. (e) More than 50 percent of all corporators shall be depositors of the financial institution. (f) At least two-thirds of all corporators shall be independent. As used in this subsection, an “independent corporator” means an individual who is not an employee, director, or officer of the financial institution, its subsidiaries, or its affiliates. (g) Corporators shall be fiduciaries of the depositor base and shall exercise their authority in the best interests of the depositors with a duty of loyalty and care. In exercising their duties as corporators, corporators shall consider the interests of the depositors, the borrowers, and other customers of the financial institution; the general benefit and economic well-being of the communities served by the financial institution; and the safety, soundness, and general business needs of the financial institution. Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001; amended 2025, No. 23, § 25, eff. July 1, 2025.

8 V.S.A. § 13302 Members of a cooperative financial institution; qualifications and voting rights

13302. Members of a cooperative financial institution; qualifications and voting rights (a) The members of a cooperative financial institution organized pursuant to this chapter shall be those in whose names accounts are established and persons borrowing from or assuming or obligated upon a loan held by such institution or purchasing property and assuming the secured loan held by such institution. (b) A single membership in a cooperative financial institution may be held by two or more persons, and a joint and survivorship relationship and successor relationship, whether investors or borrowers, constitutes a single membership. (c) Each member 18 years of age or over is entitled to one vote at any meeting of the cooperative financial institution, regardless of the number of accounts standing in that member’s name, provided that only one vote is allowed on an account held by two or more persons. The internal governance documents may prohibit voting by persons who have become members within six months of the date when the vote is cast. When accounts or shares are pledged, the pledgor may vote the accounts or shares so pledged. (d) Profits and losses shall be distributed at least annually among the members. On each annual closing day after payment or provision for all expenses and appropriate transfers to reserves, the remainder of net earnings for the annual period shall be credited to an undivided profits account. At each annual period, the governing body shall declare a distribution of earnings. Dividends may also be declared monthly or quarterly. Interim dividends may be paid at the rate most recently declared by the governing body. Payments of net earnings to members may be referred to as dividends or interest. (e) Membership terminates when the amount of a member’s accounts has been paid in full to that member, or when the transfer of membership to other persons has been recorded on the books of the financial institution, or when that member’s status as a borrower from the institution terminates. Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001.

8 V.S.A. § 13303 Powers and duties of corporators and members

13303. Powers and duties of corporators and members (a) Corporators or members shall hold regular annual meetings, at a time fixed in the internal governance documents of the institution, for the purpose of electing directors of the institution and for the transaction of any other business that may properly be brought before such meeting. (b) Special meetings of the corporators or members may be called at any time by an executive officer of the institution or in any other manner provided for in the internal governance documents. (c) Notice of the annual meeting or any special meeting shall be given by public advertisement in a newspaper or newspapers of general circulation in the county or counties where each office of the institution is located or in such other newspapers as the Commissioner may designate, provided that corporators shall also be sent notice by mail at their last known address. The notice shall be published on at least two different days and in such manner as to be reasonably conspicuous. The last publication of notice shall be at least seven days prior to such annual or special meeting. Notice of any special meeting shall state the purpose for which such meeting is called. (d) The internal governance documents shall prescribe the number of corporators or members that constitute a quorum at any annual or special meeting. The internal governance documents may also provide for voting by proxy. (e) Meetings of the corporators or members shall be held at the institution’s principal office, or at such other place in the area of this State served by the institution as the notice shall designate. Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/08/203Fetched: 10/21/2026