The Vermont Statutes Online

Title 11B : Nonprofit Corporations

Chapter 007 : Members, Meetings and Voting

Subchapter 001 : Meetings and Actions Without Meetings

• § 7.03. Court-ordered meeting

  (a) The Superior Court of the county where a corporation’s principal office (or, if none in this State, its registered office) is located may summarily order a meeting to be held:

  (1) on application of any member or other person entitled to participate in the annual meeting, and in the case of a public benefit corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of the corporation’s fiscal year or 15 months after its last annual meeting; or

  (2) on application of a member who signed a demand for a special meeting valid under section 7.02 of this title, a person or persons entitled to call a special meeting, and in the case of a public benefit corporation, the Attorney General, if:

  (A) notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or

  (B) the special meeting was not held in accordance with the notice.

  (b) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.

  (c) If the court orders a meeting, it may also order the corporation to pay the member’s costs (including reasonable counsel fees) incurred to obtain the order. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)