The Vermont Statutes Online
The Vermont Statutes Online does not include the actions of the 2024 session of the General Assembly. We expect them to be updated by November 1st.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
Title 11A : Vermont Business Corporations
Chapter 008 : Directors and Officers
Subchapter 001 : Board of Directors
(Cite as: 11A V.S.A. § 8.09)-
§ 8.09. Removal of directors by judicial proceeding
(a)(1) The Superior Court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that:
(A) the director engaged in fraudulent or dishonest conduct relating to the corporation, or in a gross abuse of authority or discretion relating to the corporation; and
(B) removal is in the best interest of the corporation.
(2) The petition for removal shall be filed:
(A) in the county where the corporation’s principal office is located;
(B) in the county where the corporation’s registered office is located if the corporation has no principal office in this State; or
(C) in the Washington County Superior Court where the corporation has no principal office or registered office in this State.
(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c) If shareholders commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
