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Searching 2023-2024 Session

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 11B : Nonprofit Corporations

Chapter 008 : Directors and Officers

Subchapter 001 : Board of Directors

(Cite as: 11B V.S.A. § 8.11)
  • § 8.11. Vacancy on board

    (a) Unless the articles of incorporation or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:

    (1) the board of directors may fill the vacancy; or

    (2) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

    (b) Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

    (c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable article or bylaw provision the vacancy may not be filled by the board.

    (d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection 8.07(b) of this title or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)