Vermont Statutes Title 11 Sec. 7-20
Terms Used In Vermont Statutes Title 11 Sec. 7-20
- 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
- Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this title. See
- Principal office: means the office (in or outside this State) so designated in the biennial report filed pursuant to section 16. 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
- State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. See
- Vote: includes authorization by written ballot and written consent. See
§ 7.20. Members’ list for meeting
(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.
(b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member’s agent, or attorney is entitled on written demand to inspect and, subject to the limitations of subsection 16.02(c) and section 16.05 of this title, to copy the list, at a reasonable time and at the member’s expense, during the period it is available for inspection.
(c) The corporation shall make the list of members available at the meeting, and any member, a member’s agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d) If the corporation refuses to allow a member, a member’s agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b) of this section), the Superior Court of the county where a corporation’s principal office (or if none in this State, its registered office) is located, on application of the member, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member’s costs (including reasonable counsel fees) incurred to obtain the order.
(e) Refusal or failure to prepare or make available the members’ list does not affect the validity of action taken at the meeting, unless a member, or his or her agent or attorney objects on the record or in writing to such refusal or failure prior to such action having been taken. In the event of such refusal or failure, and such objection, the action taken at the meeting shall be negated unless:
(1) the meeting is recessed for a period of not less than five days after the list is made available to the objecting party; or
(2) the corporation petitions and the Superior Court declares that the corporation’s refusal or failure is in accordance with the law. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 7-20
Terms Used In Vermont Statutes Title 11 Sec. 7-20
- 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
- Principal office: means the office (in or outside this State) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. 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
- 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
- State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. 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
§ 7.20. Shareholders’ list for meeting
(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder.
(b) The shareholders’ list must be made available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder of record and entitled to vote at that meeting, his or her agent, or attorney is entitled on written demand to inspect and, subject to the requirements of subsection 16.02(c) of this title, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.
(c) The corporation shall make the shareholders’ list available at the meeting, and any shareholder of record and entitled to vote at that meeting, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or at any adjournment.
(d) If the corporation refuses to allow a shareholder of record and entitled to vote at that meeting, his or her agent, or attorney to inspect the shareholders’ list before or at the meeting (or copy the list as permitted by subsection (b) of this section), the superior court of a county where a corporation’s principal office (or if none in this State, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting, unless a shareholder, or his or her agent or attorney objects on the record or in writing to such refusal or failure prior to such action having been taken. In the event of such refusal or failure, and such objection, the action taken at the meeting shall be negated unless:
(1) the meeting is recessed for a period of not less than five days after the list is made available to the objecting party; or
(2) the corporation petitions and the superior court declares that the corporation’s refusal or failure is in accordance with the law. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)