The Vermont Statutes Online
The Statutes below include the actions of the 2025 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.
Subchapter
001
:
BOARD OF DIRECTORS
(Cite as: 11B V.S.A. § 8.11)
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§ 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.)