Officers

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

in effect

11B V.S.A. § 8.40 Required officers

8.40. Required officers (a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board. (b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the corporation. (c) The same individual may simultaneously hold more than one office in a corporation, except that a person may not simultaneously hold the office of president and secretary. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.41 Duties and authority of officers

8.41. Duties and authority of officers Each officer has the authority and shall perform the duties set forth in the bylaws. In addition, each officer, to the extent consistent with the bylaws, has the authority and shall perform the duties prescribed in a resolution of the board. The board may authorize an officer, pursuant to a resolution of the board and to the extent consistent with the bylaws, to prescribe the duties and authority of other officers. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.42 Standards of conduct for officers

8.42. Standards of conduct for officers (a) An officer with discretionary authority shall discharge his or her duties under that authority: (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any. (b) In discharging his or her duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence. (c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted, or has a substantial reason to believe reliance is unwarranted. (d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer if the officer acted in compliance with this section. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B 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 corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future 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 provides that the successor does not take office until the effective date. (b) A board may remove any officer at any time with or without cause. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 8.45 Officers’ authority to execute documents

8.45. Officers’ authority to execute documents Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by either the presiding officer of the board of directors and the president or, if the corporation has no president, or if they are the same person, then by the executive director of the corporation and any other officer. 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/008Fetched: 10/21/2026