§8.03. Number and election of directors

Link to law: http://legislature.vermont.gov/statutes/section/11A/008/00008.03
Published: 2015

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The Vermont Statutes Online



Vermont Business Corporations








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


(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.)