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
:
MEETINGS AND ACTIONS WITHOUT MEETINGS
(Cite as: 11B V.S.A. § 7.07)
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§ 7.07. Record date; determining members entitled to notice and vote
(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the
record date for determining the members entitled to notice of a members’ meeting.
If the bylaws do not fix or provide for fixing such a record date, the board may fix
a future date as such a record date. If no such record date is fixed, members at the
close of business on the business day preceding the day on which notice is given,
or if notice is waived, at the close of business on the business day preceding the
day on which the meeting is held are entitled to notice of the meeting.
(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the
record date for determining the members entitled to vote at a members’ meeting. If
the bylaws do not fix or provide for fixing such a record date, the board may fix
a future date as such a record date. If no such record date is fixed, members on the
date of the meeting who are otherwise eligible to vote are entitled to vote at the
meeting.
(c) The bylaws may fix or provide the manner for determining a date as the record date
for the purpose of determining the members entitled to exercise any rights in respect
of any other lawful action. If the bylaws do not fix or provide for fixing such a
record date, the board may fix in advance such a record date. If no such record date
is fixed, members at the close of business on the day on which the board adopts the
resolution relating thereto, or the 60th day prior to the date of such other action,
whichever is later, are entitled to exercise such rights.
(d) A record date fixed under this section may not be more than 70 days before the meeting
or action requiring a determination of members occurs.
(e) A determination of members entitled to notice of or to vote at a membership meeting
is effective for any adjournment of the meeting unless the board fixes a new date
for determining the right to notice or the right to vote, which it must do if the
meeting is adjourned to a date more than 70 days after the record date for determining
members entitled to notice of the original meeting.
(f) If a court orders a meeting adjourned to a date more than 120 days after the date
fixed for the original meeting, it may provide that the original record date for notice
or voting continues in effect or it may fix a new record date for notice or voting. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)