Vermont Statutes Title 11 Sec. 20-16
Terms Used In Vermont Statutes Title 11 Sec. 20-16
- 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
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- 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
§ 20.16. Special voting requirements
(a) Unless a provision of this chapter specifically provides otherwise, an amendment to the articles of incorporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that if any class of shares is entitled to vote as a group, the amendment shall be approved by the affirmative vote of at least two-thirds of the outstanding shares of such voting group and the affirmative vote of at least two-thirds of the total outstanding shares.
(b) Unless the articles of incorporation provide otherwise or unless a section of this chapter specifically provides otherwise, merger, share exchange, or sale of substantially all of the assets of the corporation other than in the ordinary course of business shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that if any shares are entitled to vote as a group, the action shall be approved by the affirmative vote of at least two-thirds of the outstanding shares of each voting group entitled to vote as a group and the affirmative vote of at least two-thirds of the total outstanding shares.
(c) If the articles of incorporation contain specific authority to do so, approval under this section may be by a vote of at least a majority of the votes of the outstanding shares of such corporation, provided that if any shares are entitled to vote as a group, the action shall be approved by the affirmative vote of at least a majority of the outstanding shares of each voting group entitled to vote as a group and the affirmative vote of at least a majority of the total outstanding shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)