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 11C : Mututal Benefit Enterprises
Chapter 008 : Directors and Officers
(Cite as: 11C V.S.A. § 804)-
§ 804. Election of directors and composition of board
(a) Unless the organic rules require a greater number:
(1) the number of directors that shall be patron members may not be fewer than:
(A) one if there are two or three directors;
(B) two if there are four or five directors;
(C) three if there are six through eight directors; or
(D) one-third of the directors if there are at least nine directors; and
(2) a majority of the board of directors shall be elected exclusively by patron members.
(b) Unless the organic rules otherwise provide, if a mutual benefit enterprise has investor members, the directors who are not elected exclusively by patron members are elected by the investor members.
(c) Subject to subsection (a) of this section, the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members.
(d) Subject to subsection (a) of this section, the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates.
(e) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors.
(f) Unless the organic rules otherwise provide, cumulative voting for directors is prohibited.
(g) Except as otherwise provided by the organic rules, subsection (e) of this section, or sections 303, 516, 517, and 809 of this title, member directors shall be elected at an annual members’ meeting. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
