Corporate Board Meeting and Written-Consent Requirements in Vermont

At a glance

Requirements one by one

11A V.S.A. §§ 8.01 and 8.03 place corporate powers, business, and affairs under a board of one or more individuals, subject to the articles and distinct close- corporation provisions. The articles or bylaws fix the number and may establish a variable range with a method for filling the positions.

The statute does not identify a caller

11A V.S.A. §§ 8.20 to 8.23 authorize regular and special meetings inside or outside Vermont but do not name a director or officer who may call them. Check the articles, bylaws, and valid board rules for caller and scheduling authority.

Regular meetings default to no notice. A special meeting requires at least two business days' notice of date, time, and place unless the articles or bylaws set a longer or shorter period. The purpose need not be stated unless the governing documents require it.

11A V.S.A. § 1.41 generally requires written notice unless the bylaws authorize oral notice and it is reasonable. It permits personal, telephone, voicemail, facsimile, electronic, mail, carrier, and other delivery methods and states when written or oral notice becomes effective.

A director may sign a written waiver before or after the meeting; it is filed with minutes or corporate records. Attendance or participation also waives notice unless the director timely objects and does not later vote for or assent to action.

Remote communication may be sequential

Section 8.20 is broader than the common simultaneous-hearing formulation. The board may permit electronic, telecommunications, video- or audio-conferencing, conference-telephone, or another method by which all participating directors may communicate with each other “simultaneously or sequentially” during the meeting. Qualifying participation counts as presence in person.

That provision still describes a structured meeting. It should not be confused with the separate unanimous written-consent route.

Quorum cannot be reduced below a majority under this section

11A V.S.A. §§ 8.24 and 8.25 set quorum at a majority of the fixed number. For a variable-range board, use a majority of the prescribed number or, if none is prescribed, the number in office immediately before the meeting begins. The articles or bylaws may require a greater number, but § 8.24 states no route to a smaller quorum.

With quorum present when the vote occurs, a majority of directors present acts unless the governing documents require more. The statute does not state that quorum survives withdrawals, so confirm it when the vote is taken.

Dissent or abstention must be preserved

A present director is deemed to assent unless the director timely objects to the meeting, has dissent or abstention entered in the minutes, or gives written notice to the presiding officer before adjournment. A director who voted for the action cannot use the dissent or abstention route.

Consent is effective at the last signature

Section 8.21 permits action without a meeting unless the articles or bylaws preclude it. Every board member must act, and one or more written consents must describe the action, carry every director's signature, and be included in the minutes or filed with the corporate records.

The action is effective when the last director signs unless the consent states a different effective date. The section does not provide a nonunanimous route, an express revocation procedure, or later notice to a nonconsenter.

A committee needs at least two directors

A committee has two or more board members. Formation and appointment require the greater of a majority of all directors in office or the governing-document number required for board action. Board meeting, notice, waiver, quorum, vote, and consent provisions apply to committees.

Section 8.25 bars or limits distributions, shareholder-required action, board and committee vacancies, charter amendments, bylaws, certain mergers, share reacquisitions, and share or series issuances. The delegation instrument and transaction-specific law remain independently important.

Board and committee action records are permanent

11A V.S.A. § 16.01 requires permanent board minutes and records of board action without a meeting and committee action in place of the board. Records may be in written or electronic form if convertible into writing within a reasonable time. Section 8.21 separately requires consents in the minutes or corporate records.

What trips people up

The deadline is two business days

The special-meeting default is not two calendar days. Calculate two business days and check whether the articles or bylaws changed the period.

Common questions

May any Vermont director call a special meeting?

The cited Act provisions do not say so. Confirm authority in the current articles, bylaws, and board rules rather than inferring it from participation or notice rights.

Can a majority sign a Vermont board consent?

No under the ordinary route. Every member must act and sign the written consent or consents described in § 8.21.

Does valid procedure approve every underlying transaction?

No. Distributions, share issuances, mergers, charter or bylaw changes, conflict transactions, and other consequential acts may require separate statutory, contractual, shareholder, filing, or fiduciary analysis.

Statutes and sources

• Vermont Title 11A, Chapter 1 (official)
• Vermont Title 11A, Chapter 8 (official)
• Vermont Title 11A, Chapter 16 (official)