§2.02. Articles of incorporation

Link to law: http://legislature.vermont.gov/statutes/section/11A/002/00002.02
Published: 2015

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The Vermont Statutes Online



Title

11A

:
Vermont Business Corporations






Chapter

002

:
INCORPORATION











 

§

2.02. Articles of incorporation

(a) The articles

of incorporation shall set forth:

(1) a corporate

name for the corporation that satisfies the requirements of section 4.01 of

this title;

(2) the classes

of shares, if any, and the number of shares in each class that the corporation

is authorized to issue;

(3) the number

of shares the corporation is authorized to issue;

(4) the street

address of the corporation's initial registered office and the name of its

initial registered agent at that office;

(5) the name and

address of each incorporator;

(6) one or more

classes of shares that together have unlimited voting rights; and

(7) one or more

classes of shares (which may be the same class or classes as those with voting

rights) that together are entitled to receive the net assets of the corporation

upon dissolution.

(b) The articles

of incorporation may set forth:

(1) the names

and addresses of the individuals who are to serve as the initial board of

directors;

(2) provisions

not inconsistent with law regarding:

(A) the purpose

or purposes for which the corporation is organized;

(B) managing the

business and regulating the affairs of the corporation;

(C) defining,

limiting, and regulating the powers of the corporation, its board of directors,

and shareholders, including provisions relating to:

(i) prescribing

shareholder action without a meeting under section 7.04 of this title;

(ii) authorizing

special voting groups of shareholders under section 7.25 of this title;

(iii)

prescribing the number of shareholders constituting a quorum of shareholders

for voting on voting groups, under sections 7.26 and 7.27 of this title;

(iv) requiring a

greater than majority vote for action by voting groups of shareholders, under

sections 7.27 and 10.21 of this title;

(v) the election

of directors by cumulative voting under section 7.28 of this title;

(vi) the

election of directors by greater than plurality of vote, under section 7.28 of

this title;

(vii)

prescribing the qualifications for directors under section 8.02 of this title;

(viii) fixing or

changing the number of directors, in accordance with section 8.03 of this

title;

(ix) the

election of directors by class of share, under section 8.04 of this title;

(x) staggering

the terms of directors so that all directors are not elected in the same year,

in accordance with section 8.06 of this title;

(xi) restricting

or eliminating the power of shareholders to remove directors without cause,

under section 8.08 of this title;

(xii)

prescribing the manner of filling a vacancy on the board of directors, under

section 8.10 of this title;

(xiii) fixing

the compensation of the board of directors, or restricting or eliminating such

power, under section 8.11 of this title;

(xiv) action by

the board of directors without a board meeting under section 8.21 of this

title;

(xv) notice of

regular meetings of the board of directors under section 8.22 of this title;

(xvi) requiring

a greater than majority vote for action taken at a meeting of the board of

directors, under section 8.24 of this title;

(xvii) the

creation of committees by the board of directors and the establishment of the

powers of such committees under section 8.25 of this title;

(xviii)

restricting the authority of the corporation to indemnify officers, employees,

and agents of the corporation under section 8.56 of this title;

(xix) limiting

the power of the board of directors to amend the articles of incorporation

under section 10.02 of this title;

(xx) restricting

the power of the board of directors to amend the bylaws of the corporation

under sections 10.20 and 10.22 of this title;

(xxi) dispensing

with the board of directors entirely, or in limited circumstances, or

restricting the functions of the board, in accordance with the provisions of

chapter 20 of this title;

(D) provisions

establishing the designations, preferences, limitations, and relative rights of

share classes, including provisions relating to:

(i) dividing

shares into classes and classes of shares into series, under sections 6.01 and

6.02 of this title;

(ii) redeeming

shares at the option of the corporation or the shareholder, under section 6.01

of this title;

(iii)

restricting share dividends under section 6.23 of this title;

(iv) prohibiting

shares to be issued without certificates, under section 6.26 of this title;

(v) restricting

the transfer of shares under section 6.27 of this title;

(vi) giving

shareholders preemptive rights to acquire unissued shares under section 6.30 of

this title;

(vii)

prohibiting the reissuance of shares, under section 6.31 of this title;

(viii)

restricting distributions in accordance with section 6.40 of this title;

(ix) permitting

cumulative voting for directors under section 7.28 of this title;

(x) limiting or

denying the voting rights of classes of shares under section 7.21 of this

title;

(xi) giving

classes of shares more or less than one vote per share, under section 7.21 of

this title;

(E) a par value

for authorized shares or classes of shares;

(F) the

imposition of personal liability on shareholders for the debts of the corporation

to a specified extent and upon specified conditions.

(3) any

provision that under this title is required or permitted to be set forth in the

bylaws; and

(4) a provision

eliminating or limiting the liability of a director to the corporation or its

shareholders for money damages for any action taken, or any failure to take any

action, solely as a director, based on a failure to discharge his or her own

duties in accordance with section 8.30 of this title, except liability for:

(A) the amount

of a financial benefit received by a director to which the director is not

entitled;

(B) an

intentional or reckless infliction of harm on the corporation or the shareholders;

(C) a violation

of section 8.33 of this title; or

(D) an

intentional or reckless criminal act. (Added 1993, No. 85, § 2, eff. Jan. 1,

1994.)
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