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Searching 2023-2024 Session

The Vermont Statutes Online


Title 11B : Nonprofit Corporations


Subchapter 001 : CORPORATE POWERS

(Cite as: 11B V.S.A. § 16.01)
  • § 16.01. Corporate records

    (a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by subsection 8.25(d) of this title.

    (b) A corporation shall maintain appropriate accounting records.

    (c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.

    (d) A corporation shall maintain its records in written form or in another form, including electronic form, capable of conversion into written form within a reasonable time.

    (e) A corporation shall keep a copy of the following records at its principal office (or, if none in this State, then the registered office):

    (1) its articles or restated articles of incorporation and all amendments to them currently in effect;

    (2) its bylaws or restated bylaws and all amendments to them currently in effect;

    (3) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;

    (4) the minutes of all meetings of members and records of all actions approved by the members for the past three years;

    (5) all written or electronic communications to members generally within the past three years, including the financial statements furnished for the past three years under section 16.20 of this title;

    (6) a list of the names and business or home addresses of its current directors and officers; and

    (7) its most recent biennial report delivered to the Secretary of State under section 16.22 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 37, eff. April 15, 2010.)