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Vermont Statutes Title 11 Sec. 2-02

§ 2.02. Articles of incorporation

(a) The articles of incorporation shall set forth:

(1) a corporate name for the corporation that satisfies the requirements of section 4.01 of this title;

(2) the classes of shares, if any, and the number of shares in each class that the corporation is authorized to issue;

(3) the number of shares the corporation is authorized to issue;

(4) the street address of the corporation’s initial registered office and the name of its initial registered agent at that office;

(5) the name and address of each incorporator;

(6) one or more classes of shares that together have unlimited voting rights; and

(7) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.

(b) The articles of incorporation may set forth:

(1) the names and addresses of the individuals who are to serve as the initial board of directors;

(2) provisions not inconsistent with law regarding:

(A) the purpose or purposes for which the corporation is organized;

(B) managing the business and regulating the affairs of the corporation;

(C) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders, including provisions relating to:

(i) prescribing shareholder action without a meeting under section 7.04 of this title;

(ii) authorizing special voting groups of shareholders under section 7.25 of this title;

(iii) prescribing the number of shareholders constituting a quorum of shareholders for voting on voting groups, under sections 7.26 and 7.27 of this title;

(iv) requiring a greater than majority vote for action by voting groups of shareholders, under sections 7.27 and 10.21 of this title;

(v) the election of directors by cumulative voting under section 7.28 of this title;

(vi) the election of directors by greater than plurality of vote, under section 7.28 of this title;

(vii) prescribing the qualifications for directors under section 8.02 of this title;

(viii) fixing or changing the number of directors, in accordance with section 8.03 of this title;

(ix) the election of directors by class of share, under section 8.04 of this title;

(x) staggering the terms of directors so that all directors are not elected in the same year, in accordance with section 8.06 of this title;

(xi) restricting or eliminating the power of shareholders to remove directors without cause, under section 8.08 of this title;

(xii) prescribing the manner of filling a vacancy on the board of directors, under section 8.10 of this title;

(xiii) fixing the compensation of the board of directors, or restricting or eliminating such power, under section 8.11 of this title;

(xiv) action by the board of directors without a board meeting under section 8.21 of this title;

(xv) notice of regular meetings of the board of directors under section 8.22 of this title;

(xvi) requiring a greater than majority vote for action taken at a meeting of the board of directors, under section 8.24 of this title;

(xvii) the creation of committees by the board of directors and the establishment of the powers of such committees under section 8.25 of this title;

(xviii) restricting the authority of the corporation to indemnify officers, employees, and agents of the corporation under section 8.56 of this title;

(xix) limiting the power of the board of directors to amend the articles of incorporation under section 10.02 of this title;

(xx) restricting the power of the board of directors to amend the bylaws of the corporation under sections 10.20 and 10.22 of this title;

(xxi) dispensing with the board of directors entirely, or in limited circumstances, or restricting the functions of the board, in accordance with the provisions of chapter 20 of this title;

(D) provisions establishing the designations, preferences, limitations, and relative rights of share classes, including provisions relating to:

(i) dividing shares into classes and classes of shares into series, under sections 6.01 and 6.02 of this title;

(ii) redeeming shares at the option of the corporation or the shareholder, under section 6.01 of this title;

(iii) restricting share dividends under section 6.23 of this title;

(iv) prohibiting shares to be issued without certificates, under section 6.26 of this title;

(v) restricting the transfer of shares under section 6.27 of this title;

(vi) giving shareholders preemptive rights to acquire unissued shares under section 6.30 of this title;

(vii) prohibiting the reissuance of shares, under section 6.31 of this title;

(viii) restricting distributions in accordance with section 6.40 of this title;

(ix) permitting cumulative voting for directors under section 7.28 of this title;

(x) limiting or denying the voting rights of classes of shares under section 7.21 of this title;

(xi) giving classes of shares more or less than one vote per share, under section 7.21 of this title;

(E) a par value for authorized shares or classes of shares;

(F) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions.

(3) any provision that under this title is required or permitted to be set forth in the bylaws; and

(4) a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, solely as a director, based on a failure to discharge his or her own duties in accordance with section 8.30 of this title, except liability for:

(A) the amount of a financial benefit received by a director to which the director is not entitled;

(B) an intentional or reckless infliction of harm on the corporation or the shareholders;

(C) a violation of section 8.33 of this title; or

(D) an intentional or reckless criminal act. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

Terms Used In Vermont Statutes Title 11 Sec. 2-02

  • Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Meeting: means any structured communications conducted by participants in person or through the use of electronic or telecommunications medium permitting simultaneous or sequentially structured communications for the purpose of reaching a collective agreement. See
  • Quorum: The number of legislators that must be present to do business.
  • 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

Vermont Statutes Title 11 Sec. 2-02

§ 2.02. Articles of incorporation

(a) The articles of incorporation must set forth:

(1) a corporate name for the corporation that satisfies the requirements of section 4.01 of this title;

(2) one of the following statements:

(A) This corporation is a public benefit corporation.

(B) This corporation is a mutual benefit corporation.

(3) the street address of the corporation’s initial registered office and the name of its initial registered agent at that office;

(4) the name and address of each incorporator;

(5) whether or not the corporation will have members; and

(6) provisions not inconsistent with law regarding the distribution of assets on dissolution.

(b) The articles of incorporation may set forth:

(1) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

(2) the names and addresses of the individuals who are to serve as the initial directors;

(3) provisions not inconsistent with law regarding:

(A) managing and regulating the affairs of the corporation;

(B) defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members);

(C) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; and

(4) any provision that under this title is required or permitted to be set forth in the bylaws.

Terms Used In Vermont Statutes Title 11 Sec. 2-02

  • articles: include amended and restated articles of incorporation and articles of merger. See
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • Bylaws: means the code or codes of rules (other than the articles) adopted pursuant to this title for the regulation or management of the affairs of the corporation, stored or depicted in any tangible or electronic medium, and irrespective of the name or names by which such rules are designated. See
  • Class: refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. See
  • 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
  • Distribution: means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers. See
  • following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
  • Mutual benefit corporation: means a domestic corporation which is required to be a mutual benefit corporation pursuant to section 17. See
  • Public benefit corporation: means a domestic corporation which is required to be a public benefit corporation pursuant to section 17. See

(c) Each incorporator and director named in the articles must sign the articles.

(d) The articles of incorporation need not set forth any of the corporate powers enumerated in this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)