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Vermont Statutes Title 11 Sec. 8-22

Terms Used In Vermont Statutes Title 11 Sec. 8-22

  • 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
  • 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
  • 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.

§ 8.22. Call and notice of meetings

(a) Unless the articles of incorporation, bylaws, or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice of the date, time, place, or purpose of the meeting.

(b) Unless the articles of incorporation, bylaws, or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by at least two business days’ notice to each director of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

(c) In corporations without members, any board action to remove a director or to approve a matter which would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days’ written notice that the matter will be voted upon at a directors‘ meeting or unless notice is waived pursuant to section 8.23 of this title.

(d) Unless the articles of incorporation or bylaws otherwise provide, the presiding officer of the board, the president, or 20 percent of the directors then in office may call and give notice of a meeting of the board. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

Vermont Statutes Title 11 Sec. 8-22

Terms Used In Vermont Statutes Title 11 Sec. 8-22

  • Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. 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

§ 8.22. Notice of meeting

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two business days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)