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Vermont Statutes Title 11 Sec. 8-04

Terms Used In Vermont Statutes Title 11 Sec. 8-04

  • Annual meeting: when applied to towns shall mean the annual town meeting in March or an adjournment thereof. See
  • articles: include amended and restated articles of incorporation and articles of merger. 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
  • 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
  • Person: includes any individual or entity. See

§ 8.04. Election, designation, and appointment of directors

(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.

(b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the directors (other than the initial directors) shall be elected by the board. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

Vermont Statutes Title 11 Sec. 8-04

Terms Used In Vermont Statutes Title 11 Sec. 8-04

  • Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See

§ 8.04. Election of directors by certain classes of shareholders

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class (or classes) of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)