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Searching 2023-2024 Session

The Vermont Statutes Online

The Vermont Statutes Online have been updated to include the actions of the 2023 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.

Title 11A : Vermont Business Corporations

Chapter 020 : Close Corporations

(Cite as: 11A V.S.A. § 20.16)
  • § 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.)