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Vermont Statutes Title 11 Sec. 8-40

Terms Used In Vermont Statutes Title 11 Sec. 8-40

  • 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
  • Individual: includes the estate of an individual who is incompetent. See
  • Person: includes any individual or entity. See
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See

§ 8.40. Required officers

(a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board.

(b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors‘ and members’ meetings and for authenticating records of the corporation.

(c) The same individual may simultaneously hold more than one office in a corporation, except that a person may not simultaneously hold the office of president and secretary. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

Vermont Statutes Title 11 Sec. 8-40

Terms Used In Vermont Statutes Title 11 Sec. 8-40

  • 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.
  • Individual: includes the estate of an individual who is incompetent or deceased. See

§ 8.40. Officers

(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors’ and shareholders’ meetings and for authenticating and maintaining the records of the corporation required to be kept under subsections 16.01(a) and (e) of this title.

(d) The same individual may simultaneously hold more than one office in a corporation.

(e) [Repealed.] (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2001, No. 77 (Adj. Sess.), § 5; 2007, No. 190 (Adj. Sess.), § 94, eff. June 6, 2008.)