The Vermont Statutes Online
Subchapter 001 : ARTICLES OF INCORPORATION(Cite as: 11B V.S.A. § 10.03)
§ 10.03. Amendment by directors and members
(a) Unless this act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved:
(1) by the board if the corporation is a public benefit corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(2) except as provided in subsection 10.02(a) of this title, by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title.
(b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any basis.
(c) If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 7.05 of this title. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)