Vermont Statutes Title 11 Sec. 20-04
Terms Used In Vermont Statutes Title 11 Sec. 20-04
- 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 of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. 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.
- Shareholder: means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation. See
- 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
§ 20.04. Election of existing corporation to become a close corporation
(a) Any corporation organized under this title may become a close corporation by executing and filing, in accordance with sections 10.01-10.09 of this title, an article of amendment to its articles of incorporation, which shall contain the provisions required by section 20.02 of this title.
(b) Such amendment shall be adopted in accordance with the requirements of section 10.03 of this title, provided that it must be approved by a vote of at least two-thirds of the outstanding shares of the corporation, and provided further that if any class of shares is entitled to vote as a group, approval shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.
(c) If the amendment is approved by the requisite vote, any shareholder who voted against the amendment shall be entitled to assert dissenters’ rights as provided in sections 13.01-13.28 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)