Vermont Statutes Title 11 Sec. 8-10
Terms Used In Vermont Statutes Title 11 Sec. 8-10
- Class: refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. 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
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- 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
- Principal office: means the office (in or outside this State) so designated in the biennial report filed pursuant to section 16. See
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
- Public benefit corporation: means a domestic corporation which is required to be a public benefit corporation pursuant to section 17. 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
- Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See
§ 8.10. Removal of directors by judicial proceeding
(a)(1) The Superior Court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or the Attorney General in the case of a public benefit corporation if the court finds that:
(A) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, that the provisions of section 8.13 of this title have been violated, or a final judgment has been entered finding that the director has violated a duty set forth in sections 8.30 through 8.33 of this title; 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 Superior Court of Washington County 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 serving on the board for a period prescribed by the court.
(c) If members or the Attorney General commence a proceeding under subsection (a) of this section, the corporation shall be made a party defendant.
(d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the Attorney General written notice of the proceeding. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 8-10
Terms Used In Vermont Statutes Title 11 Sec. 8-10
- Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
- Quorum: The number of legislators that must be present to do business.
- 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
§ 8.10. Vacancy on board
(a)(1) If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:
(A) the shareholders may fill the vacancy;
(B) the board of directors may fill the vacancy; or
(C) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) The articles of incorporation may require that the manner of filling a vacancy on the board of directors shall be limited to any one or more of the methods authorized by subdivision (1) of this subsection.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection 8.07(b) of this title or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)