Vermont Statutes Title 11 Sec. 8-01
Terms Used In Vermont Statutes Title 11 Sec. 8-01
- articles: include amended and restated articles of incorporation and articles of merger. See
- board of directors: means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 8. 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
- Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See
- Person: includes any individual or entity. See
§ 8.01. Requirement for and duties of board
(a) Each corporation must have a board of directors.
(b) Except as provided in this title or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.
(c) The articles of incorporation may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 8-01
Terms Used In Vermont Statutes Title 11 Sec. 8-01
- 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.
§ 8.01. Requirement for and duties of board of directors
(a) Except as provided in subsection (c) of this section, each corporation must have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
(c) A close corporation may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors, pursuant to section 20.09 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)