Bylaws

V.S.A. tit. 11B, ch. 10, subch. 2

in effect

11B V.S.A. § 10.20 Amendment by directors

10.20. Amendment by directors If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation’s bylaws subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 10.21 Amendment by directors and members

10.21. Amendment by directors and members (a) Unless this act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation’s bylaws to be adopted must be approved: (1) by the board if the corporation is a public benefit corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; (2) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title. (b) The members may condition the amendment’s adoption on its receipt of a higher percentage of affirmative votes or on any other basis. (c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy and any summary of the amendment. (e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 10.22 Class voting by members on amendments

10.22. Class voting by members on amendments (a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class. (b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would: (1) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class; (2) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class; (3) increase or decrease the number of memberships authorized for that class; (4) increase the number of memberships authorized for another class; (5) effect an exchange, reclassification, or termination of all or part of the memberships of that class; or (6) authorize a new class of memberships. (c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws. (d) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment. (e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment. 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/010Fetched: 10/21/2026