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
002
:
MEETINGS AND ACTION OF THE BOARD
(Cite as: 11B V.S.A. § 8.24)
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§ 8.24. Quorum and voting
(a) Unless the articles of incorporation or bylaws require a greater number, a quorum
of a board of directors consists of:
(1) a majority of the fixed number of directors if the corporation has a fixed board size;
or
(2) a majority of the number of directors prescribed, or if no number is prescribed the
number in office immediately before the meeting begins, if the corporation has a variable-range
size board.
(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of
directors present is the act of the board of directors unless this title, the articles
of incorporation, or bylaws require the vote of a greater number of directors.
(c) A director who is present at a meeting of the board of directors or a committee of
the board of directors when corporate action is taken is deemed to have assented to
the action taken unless:
(1) the director objects at the beginning of the meeting (or promptly upon the director’s
arrival) to holding it or transacting business at the meeting;
(2) the director’s dissent or abstention from the action taken is entered in the minutes
of the meeting; or
(3) the director delivers written notice of the director’s dissent or abstention to the
presiding officer of the meeting before its adjournment of the meeting. The right
of dissent or abstention is not available to a director who votes in favor of the
action taken. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)