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The Vermont Statutes Online
Title
11A
:
Vermont Business Corporations
Chapter
008
:
DIRECTORS AND OFFICERS
Subchapter
001
:
BOARD OF DIRECTORS
§
8.03. Number and election of directors
(a) A board of
directors of a corporation which is not a close corporation dispensing with a
board of directors pursuant to section 20.08 of this title must consist of one
or more individuals, with the number specified in or fixed in accordance with
the articles of incorporation or bylaws. The number of directors may be
increased or decreased from time to time by amendment to, or in the manner
provided in, the articles of incorporation or the bylaws.
(b) Directors
are elected at the first annual shareholders' meeting and at each annual
meeting thereafter unless their terms are staggered under section 8.06 of this
title.
(c) The articles
of incorporation or bylaws may establish a variable range for the size of the
board of directors by fixing a minimum and a maximum number of members, and
shall state the manner in which the positions so created are to be filled.
Prior to the issuance of shares the directors may adopt or change such a
provision; subsequent to the issuance of shares only the shareholders may do
so. If a variable range is established, the number of directors may be fixed or
changed from time to time, within the minimum and maximum, by the shareholders
or the board of directors. With respect to a close corporation, only the
shareholders may fix or change the number of directors. (Added 1993, No. 85, §
2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 92, June 6, 2008.)