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.
(Cite as: 11A V.S.A. § 20.16)
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§ 20.16. Special voting requirements
(a) Unless a provision of this chapter specifically provides otherwise, an amendment to
the articles of incorporation shall be approved by a vote of at least two-thirds of
the votes of the outstanding shares of such corporation, provided that if any class
of shares is entitled to vote as a group, the amendment shall be approved by the affirmative
vote of at least two-thirds of the outstanding shares of such voting group and the
affirmative vote of at least two-thirds of the total outstanding shares.
(b) Unless the articles of incorporation provide otherwise or unless a section of this
chapter specifically provides otherwise, merger, share exchange, or sale of substantially
all of the assets of the corporation other than in the ordinary course of business
shall be approved by a vote of at least two-thirds of the votes of the outstanding
shares of such corporation, provided that if any shares are entitled to vote as a
group, the action shall be approved by the affirmative vote of at least two-thirds
of the outstanding shares of each voting group entitled to vote as a group and the
affirmative vote of at least two-thirds of the total outstanding shares.
(c) If the articles of incorporation contain specific authority to do so, approval under
this section may be by a vote of at least a majority of the votes of the outstanding
shares of such corporation, provided that if any shares are entitled to vote as a
group, the action shall be approved by the affirmative vote of at least a majority
of the outstanding shares of each voting group entitled to vote as a group and the
affirmative vote of at least a majority of the total outstanding shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)