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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.)
