The Vermont Statutes Online

Title 8 : Banking and Insurance

Chapter 203 : Organization and Management of Mutual and Cooperative Financial Institutions

Subchapter 005 : OFFICERS AND EMPLOYEES

• § 13501. Officers

  (a) Election. Unless another manner for election is provided in the internal governance documents, the governing body shall elect annually from its members a chair, and from its members or otherwise, an executive officer, a secretary, a treasurer, and such other officers as it may consider advisable. The terms of officers so elected shall be for not more than one year, but such officers may be reelected and shall continue in office until their successors are elected and qualified. If any office becomes vacant during the year, the governing body may immediately fill the same for the period remaining until the next annual meeting for election of officers.

  (b) Compensation. The compensation of officers shall be fixed by the governing body.

  (c) Powers of officers. Each officer shall have such powers as the internal governance documents may provide or as may be delegated by the governing body. In addition, an officer may exercise the powers set forth in this subsection.

  (1) The chair of the governing body shall preside at all meetings of the corporators or members and the governing body unless otherwise provided in the internal governance documents.

  (2) An executive officer shall preside, in the absence of a chair of the governing body, at all meetings of the corporators or members and the governing body unless otherwise provided in the internal governance documents.

  (3) The secretary shall exercise the following powers:

  (A) The secretary shall record or cause to be recorded the proceedings and actions of all meetings of the corporators, members, or governing body, and give or cause to be given all notices required by law or action of the governing body for which no other provision is made. If no person is elected to this office, the treasurer, or in his or her absence another officer of the institution designated by the directors, shall be ex officio secretary of the institution and of the directors.

  (B) Within 30 days after the annual meeting of the governing body for election of officers, the secretary shall file a copy of a list of officers and directors with the Commissioner, which list shall be kept on file in the Commissioner’s office for public inspection.

  (C) The secretary, in the absence of a provision in the internal governance documents to the contrary, shall perform the functions of secretary in accordance with Title 11 or 11A.

  (4) Conveyances, leases, assignments, releases, transfers of stock certificates and registered bonds, and all other written instruments authorized or required by law or vote of the directors may be executed by an executive officer or other official authorized and empowered by the internal governance documents of the institution or by a vote of the governing body that is duly recorded in the minutes of the institution. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. May 24, 2000.)