The Vermont Statutes Online

Title 11B : Nonprofit Corporations

Chapter 010 : Amendment of Articles of Incorporation and Bylaws

Subchapter 001 : Articles of Incorporation

• § 10.02. Amendment by directors

  (a) Unless the articles provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles without member approval:

  (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

  (2) to delete the names and addresses of the initial directors;

  (3) to delete the names and addresses of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; or

  (4) to change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name.

  (b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation’s articles subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)