Vermont Statutes Title 11 Sec. 8-09
Terms Used In Vermont Statutes Title 11 Sec. 8-09
- 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
- 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
- Person: includes any individual or entity. See
- Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
§ 8.09. Removal of designated or appointed directors
(a) A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation.
(b) Appointed directors:
(1) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed without cause by the person appointing the director.
(2) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation‘s president or secretary.
(3) A removal is effective when the notice is effective unless the notice specifies a future effective date. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 8-09
Terms Used In Vermont Statutes Title 11 Sec. 8-09
- 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.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Principal office: means the office (in or outside this State) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. 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
§ 8.09. Removal of directors by judicial proceeding
(a)(1) The Superior Court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that:
(A) the director engaged in fraudulent or dishonest conduct relating to the corporation, or in a gross abuse of authority or discretion relating to the corporation; and
(B) removal is in the best interest of the corporation.
(2) The petition for removal shall be filed:
(A) in the county where the corporation’s principal office is located;
(B) in the county where the corporation’s registered office is located if the corporation has no principal office in this State; or
(C) in the Washington County Superior Court where the corporation has no principal office or registered office in this State.
(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c) If shareholders commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)