The Vermont Statutes Online

Title 11B: Nonprofit Corporations

Chapter 010: Amendment of Articles of Incorporation and Bylaws

• Subchapter 001: ARTICLES OF INCORPORATION

• § 10.01. Authority to amend

  A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 10.02. Amendment by directors

  (a) Unless the articles provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles without member approval:

  (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

  (2) to delete the names and addresses of the initial directors;

  (3) to delete the names and addresses of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; or

  (4) to change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name.

  (b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation’s articles subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 10.03. Amendment by directors and members

  (a) Unless this act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation’s articles to be adopted must be approved:

  (1) by the board if the corporation is a public benefit corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;

  (2) except as provided in subsection 10.02(a) of this title, by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

  (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title.

  (b) The members may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any basis.

  (c) If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or any other basis.

  (d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 7.05 of this title. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

  (e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 10.04. Class voting by members on amendments

  (a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.

  (b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:

  (1) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;

  (2) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;

  (3) increase or decrease the number of memberships authorized for that class;

  (4) increase the number of memberships authorized for another class;

  (5) effect an exchange, reclassification, or termination of the memberships of that class; or

  (6) authorize a new class of memberships.

  (c) If a class is to be divided into two or more classes as a result of an amendment to the articles, the amendment must be approved by the members of each class that would be created by the amendment.

  (d) If a class vote is required to approve an amendment to the articles, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

  (e) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 10.05. Articles of amendment

  A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth:

  (1) the name of the corporation;

  (2) the text of each amendment adopted;

  (3) the date of each amendment’s adoption;

  (4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;

  (5) if approval by members was required:

  (A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and

  (B) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class;

  (6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required, pursuant to section 10.30 of this title, a statement that the approval was obtained. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 10.06. Restated articles of incorporation

  (a) A corporation’s board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.

  (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 10.03 of this title.

  (c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

  (d) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

  (e) If the board seeks to have the restatement’s approval by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendment or other change it would make in the articles.

  (f) A restatement requiring approval by the members must be approval by the same vote as an amendment to articles under section 10.03 of this title.

  (g) If the restatement includes an amendment requiring approval pursuant to section 10.30 of this title, the board must submit the restatement for such approval.

  (h) A corporation restating its articles shall deliver to the Secretary of State articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

  (1) whether the restatement contains an amendment to the articles requiring approval by the member or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or

  (2) if the restatement contains an amendment to the articles requiring approval by the members, the information required by section 10.05 of this title; and

  (3) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 10.30 of this title, a statement that such approval was obtained.

  (i) Duly adopted articles of incorporation supersede the original articles of incorporation and all amendments to them.

  (j) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including in the certificate information required by subsection (h) of this section. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 10.07. Amendment pursuant to judicial reorganization

  (a) A corporation’s articles may be amended without board approval or approval by the members or approval required pursuant to section 10.30 of this title to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 2.02 of this title.

  (b) The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth:

  (1) the name of the corporation;

  (2) the text of each amendment approved by the court;

  (3) the date of the court’s order or decree approving the articles of amendment;

  (4) the title of the reorganization proceeding in which the order or decree was entered; and

  (5) a statement that the court had jurisdiction of the proceeding under federal statute.

  (c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 10.08. Effect of amendment and restatement

  An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• Subchapter 002: BYLAWS

• § 10.20. Amendment by directors

  If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation’s bylaws subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 10.21. Amendment by directors and members

  (a) Unless this act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation’s bylaws to be adopted must be approved:

  (1) by the board if the corporation is a public benefit corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;

  (2) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

  (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title.

  (b) The members may condition the amendment’s adoption on its receipt of a higher percentage of affirmative votes or on any other basis.

  (c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.

  (d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy and any summary of the amendment.

  (e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 10.22. Class voting by members on amendments

  (a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.

  (b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:

  (1) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;

  (2) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;

  (3) increase or decrease the number of memberships authorized for that class;

  (4) increase the number of memberships authorized for another class;

  (5) effect an exchange, reclassification, or termination of all or part of the memberships of that class; or

  (6) authorize a new class of memberships.

  (c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.

  (d) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.

  (e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

  (f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• Subchapter 003: ARTICLES OF INCORPORATION AND BYLAWS

• § 10.30. Approval by third persons

  The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 10.31. Amendment terminating members or redeeming or cancelling memberships

  (a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of the act and this section.

  (b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members and shall provide a copy of the proposed amendment to each member.

  (c) After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one statement of up to 500 words opposing the proposed amendment if such statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than 20 days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations, the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations, the production and mailing costs shall be paid by the corporation.

  (d) Any such amendment shall be approved by the members by two-thirds of the votes cast by each class.

  (e) The provisions of section 6.21 of this title shall not apply to any amendment meeting the requirements of the act and this section. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)