Meetings and Actions Without Meetings

V.S.A. tit. 11B, ch. 7, subch. 1

in effect

11B V.S.A. § 7.01 Annual meeting and regular meetings

7.01. Annual meeting and regular meetings (a) A corporation with members shall hold an annual membership meeting at a time stated in or fixed in accordance with the bylaws, unless a different time is specifically set forth in the notice of meeting with the change in time being duly noted. (b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws, unless a different time is specifically set forth in the notice of meeting with the change in time being duly noted. (c) Annual and regular membership meetings shall be held in this State unless permitted in the bylaws of the corporation to be held outside this State. Annual meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, or otherwise stated in the notice of meeting, annual meetings shall be held at the corporation’s principal office. (d) At the annual meeting: (1) the president and chief financial officer shall report on the activities and financial condition of the corporation; and (2) the members shall consider and act upon such other matters as may be raised consistent with the notice requirements of section 7.05 and subsection 7.23(b) of this chapter. (e) At regular meetings, the members shall consider and act upon such matters as may be raised consistent with the notice requirements of section 7.05 and subsection 7.23(b) of this title. (f) An annual or regular meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conferencing telecommunication. (g) The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporation action. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 33, eff. April 15, 2010.

11B V.S.A. § 7.02 Special meeting

7.02. Special meeting (a) A corporation with members shall hold a special meeting of members: (1) on call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) if the holders of at least five percent of the voting power sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) The close of business on the 30th day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection (a) of this section has been met. (c) If a notice for a special meeting demanded under subsection (a)(2) of this section is not given pursuant to section 7.05 of this title within 30 days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 7.05 of this title. (d) Special meetings of members shall be held in this State, unless permitted in the bylaws of the corporation to be held outside this State. Special meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office. (e) Only those matters that are within the purpose or purposes described in the meeting notice required by section 7.05 of this title may be conducted at a special meeting of members. (f) A special meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conferencing telecommunication. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 34, eff. April 15, 2010.

11B V.S.A. § 7.03 Court-ordered meeting

7.03. Court-ordered meeting (a) The Superior Court of the county where a corporation’s principal office (or, if none in this State, its registered office) is located may summarily order a meeting to be held: (1) on application of any member or other person entitled to participate in the annual meeting, and in the case of a public benefit corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of the corporation’s fiscal year or 15 months after its last annual meeting; or (2) on application of a member who signed a demand for a special meeting valid under section 7.02 of this title, a person or persons entitled to call a special meeting, and in the case of a public benefit corporation, the Attorney General, if: (A) notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or (B) the special meeting was not held in accordance with the notice. (b) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. (c) If the court orders a meeting, it may also order the corporation to pay the member’s costs (including reasonable counsel fees) incurred to obtain the order. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 7.04 Action by written consent

7.04. Action by written consent (a) Unless the articles of incorporation preclude the taking of action required or permitted by this title without a members’ meeting, action required or permitted by this title to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. Each action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filed with the corporate records. (b) If the articles of incorporation contain specific authority to do so, action required or permitted by this title to be taken at a members’ meeting may be taken without a meeting if the action is taken by the holders of at least a majority of all of the members entitled to vote on the action, and if each member is given prior notice of the action proposed to be taken. Each action must be evidenced by one or more written consents describing the action taken, signed by at least a majority of all the members entitled to vote and delivered to the corporation for inclusion in the minutes or filed with the corporate records. Prompt notice of any action taken by less than unanimous written consent in lieu of a meeting shall be given to all shareholders entitled to vote on such action under this title. (c) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section. (d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (e) For purposes of this section, written consent may be evidenced by an electronic communication or an electronic record. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 35.

11B V.S.A. § 7.05 Notice of meeting

7.05. Notice of meeting (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice which conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. (c) Notice is fair and reasonable if: (1) the corporation notifies its members of the place, date, and time of each annual and special meeting of members no fewer than 10 (or if notice is mailed by other than first class or registered mail, 30) nor more than 60 days before the meeting date; (2) notice of an annual meeting includes a description of any matter or matters which must be approved by the members under sections 8.31, 8.56, 10.03, 10.21, 11.04, 12.02, and 14.02 of this title; and (3) notice of a special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7.07 of this title, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (e) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 7.06 Waiver of notice

7.06. Waiver of notice (a) A member may waive any notice required by this title, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A member’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the member makes timely objection to holding the meeting or transacting business at the meeting; (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member makes timely objection to considering the matter when it is presented, or when the member thereafter becomes aware that the matter has been presented. (c) The provisions in subsections (a) and (b) of this section shall also be applicable to delegates. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 7.07 Record date; determining members entitled to notice and vote

7.07. Record date; determining members entitled to notice and vote (a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting. (b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting. (c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later, are entitled to exercise such rights. (d) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members occurs. (e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than 70 days after the record date for determining members entitled to notice of the original meeting. (f) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 7.08 Action by written ballot

7.08. Action by written ballot (a) Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter; provided, however, that action taken by ballot may not be a substitute for the holding of an annual or special meeting. (b) A written ballot shall: (1) set forth each proposed action; and (2) provide an opportunity to vote for or against each proposed action. (c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) All solicitations for votes by written ballot shall: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the corporation in order to be counted. (e) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked. 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/007Fetched: 10/21/2026