The Vermont Statutes Online
Vermont Business Corporations
DIRECTORS AND OFFICERS
BOARD OF DIRECTORS
8.08. Removal of directors by shareholders
shareholders may remove one or more directors with or without cause unless the
articles of incorporation provide that directors may be removed only for cause.
(b) If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove the director.
cumulative voting is authorized, a director may not be removed if the number of
votes sufficient to elect the director under cumulative voting is voted against
the director's removal. If cumulative voting is not authorized, a director may
be removed only if the number of votes cast to remove the director exceeds the
number of votes cast not to remove the director.
(d) A director
may be removed by the shareholders only at a meeting called for the purpose of
removing the director and the meeting notice must state that the purpose, or
one of the purposes, of the meeting is removal of the director. (Added 1993,
No. 85, § 2, eff. Jan. 1, 1994.)