Officers

V.S.A. tit. 11A, ch. 8, subch. 4

in effect

11A V.S.A. § 8.40 Officers

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 officers or assistant officers if authorized by the bylaws or the board of directors. (c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors’ and shareholders’ meetings and for authenticating and maintaining the records of the corporation required to be kept under subsections 16.01(a) and (e) of this title. (d) The same individual may simultaneously hold more than one office in a corporation. (e) [Repealed.] Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2001, No. 77 (Adj. Sess.), § 5; 2007, No. 190 (Adj. Sess.), § 94, eff. June 6, 2008.

11A V.S.A. § 8.41 Duties of officers

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 prescribe the duties of other officers. Added 1993, No. 85, § 2, eff. Jan. 1, 1994.

11A V.S.A. § 8.42 [Reserved]

11A V.S.A. § 8.43 Resignation and removal of officers

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 notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. (b) A board of directors may remove any officer at any time with or without cause. Added 1993, No. 85, § 2, eff. Jan. 1, 1994.

11A V.S.A. § 8.44 Contract rights of officers

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 rights, if any, with the officer. Added 1993, No. 85, § 2, eff. Jan. 1, 1994.

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