§8.08. Removal of directors by shareholders

Link to law: http://legislature.vermont.gov/statutes/section/11A/008/00008.08
Published: 2015

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The Vermont Statutes Online



Title

11A

:
Vermont Business Corporations






Chapter

008

:
DIRECTORS AND OFFICERS






Subchapter

001
:
BOARD OF DIRECTORS










 

§

8.08. Removal of directors by shareholders

(a) The

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.

(c) If

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.)
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