The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
Subchapter
001
:
ARTICLES OF INCORPORATION
(Cite as: 11A V.S.A. § 10.07)
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§ 10.07. Restated articles of incorporation
(a) A corporation’s board of directors may restate its articles of incorporation at any
time with or without shareholder action.
(b) The restatement may include one or more amendments to the articles. If the restatement
includes an amendment requiring shareholder approval, it must be adopted as provided
in section 10.03 of this title.
(c) If the board of directors submits a restatement for shareholder action, the corporation
shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’
meeting 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 of
the restatement that identifies any amendment or other change it would make in the
articles.
(d) A corporation restating its articles of incorporation shall deliver to the Secretary
of State for filing 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 shareholder
approval 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 shareholder approval,
the information required by section 10.06 of this title.
(e) Duly adopted restated articles of incorporation supersede the original articles of
incorporation and all amendments to them.
(f) The Secretary of State may certify restated articles of incorporation, as the articles
of incorporation currently in effect, without including the certificate information
required by subsection (d) of this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)