Vermont Statutes Title 11 Sec. 10-22
Terms Used In Vermont Statutes Title 11 Sec. 10-22
- 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
- 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
- Vote: includes authorization by written ballot and written consent. 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
§ 10.22. Class voting by members on amendments
(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(1) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;
(2) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
(3) increase or decrease the number of memberships authorized for that class;
(4) increase the number of memberships authorized for another class;
(5) effect an exchange, reclassification, or termination of all or part of the memberships of that class; or
(6) authorize a new class of memberships.
(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
(d) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
(e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 10-22
Terms Used In Vermont Statutes Title 11 Sec. 10-22
- Quorum: The number of legislators that must be present to do business.
§ 10.22. Bylaw increasing quorum or voting requirement for directors
(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:
(1) if originally adopted by the shareholders, only by the shareholders;
(2) if originally adopted by the board of directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subdivision (a)(2) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)