Vermont Statutes Title 11 Sec. 10-02
Terms Used In Vermont Statutes Title 11 Sec. 10-02
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- articles: include amended and restated articles of incorporation and articles of merger. See
- board of directors: means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 8. See
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means public benefit and mutual benefit corporation. See
- Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See
- Meeting: means any structured communications conducted by participants in person or through the use of an electronic or telecommunications medium permitting simultaneous or sequentially structured communications. See
- Member: means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
- State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. See
§ 10.02. Amendment by directors
(a) Unless the articles provide otherwise, a corporation‘s board of directors may adopt one or more amendments to the corporation‘s articles without member approval:
(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) to delete the names and addresses of the initial directors;
(3) to delete the names and addresses of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; or
(4) to change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name.
(b) 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 articles subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 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 articles 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.)
Vermont Statutes Title 11 Sec. 10-02
Terms Used In Vermont Statutes Title 11 Sec. 10-02
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
- Shareholder: means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation. See
- State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. See
§ 10.02. Amendment by board of directors
Unless the articles of incorporation provide otherwise, a corporation‘s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action:
(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) to delete the names and addresses of the initial directors;
(3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(4) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(5) to change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or
(6) to make any other change expressly permitted by this title to be made without shareholder action. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)