Vermont Statutes Title 11 Sec. 8-05
Terms Used In Vermont Statutes Title 11 Sec. 8-05
- 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
- 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
§ 8.05. Terms of directors generally
(a) The articles of incorporation or bylaws must specify the terms of directors. Except for designated or appointed directors, the term of directors may not exceed six years. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director shall be one year. Directors may be elected for successive terms.
(b) A decrease in the number of directors or term of office does not shorten an incumbent director’s term.
(c) Except as provided in the articles of incorporation or bylaws:
(1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2) the term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.
(d) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 8-05
Terms Used In Vermont Statutes Title 11 Sec. 8-05
- 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.
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- 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
§ 8.05. Terms of directors generally
(a) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.
(b) The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under section 8.06 of this title.
(c) A decrease in the number of directors does not shorten an incumbent director’s term.
(d) The term of a director elected to fill a vacancy shall be elected for the unexpired term of the director’s predecessor in office.
(e) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or until there is a decrease in the number of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)