Vermont Statutes Title 11 Sec. 7-05
Terms Used In Vermont Statutes Title 11 Sec. 7-05
- Annual meeting: when applied to towns shall mean the annual town meeting in March or an adjournment thereof. 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
- 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
- Member: means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See
- Person: includes any individual or entity. See
- Record date: means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of its members for the purposes of this title. See
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
§ 7.05. Notice of meeting
(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(b) Any notice which conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.
(c) Notice is fair and reasonable if:
(1) the corporation notifies its members of the place, date, and time of each annual and special meeting of members no fewer than 10 (or if notice is mailed by other than first class or registered mail, 30) nor more than 60 days before the meeting date;
(2) notice of an annual meeting includes a description of any matter or matters which must be approved by the members under sections 8.31, 8.56, 10.03, 10.21, 11.04, 12.02, and 14.02 of this title; and
(3) notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(d) Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7.07 of this title, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(e) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:
(1) requested in writing to do so by a person entitled to call a special meeting; and
(2) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 7-05
Terms Used In Vermont Statutes Title 11 Sec. 7-05
- Annual meeting: when applied to towns shall mean the annual town meeting in March or an adjournment thereof. See
- 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.
- 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
- Record date: means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of shareholders and their shareholdings for purposes of this title. See
§ 7.05. Notice of meeting
(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than ten nor more than 60 days before the meeting date. Unless this title or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b) Unless this title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is close of business on the day before the first notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7.07 of this title, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)