Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Vermont

At a glance

Requirements one by one

Meeting type and caller

Section 8.20(a) makes a meeting regular when its time and place are fixed by the board or bylaws; all other board meetings are special. Section 8.22(d) ordinarily lets the board's presiding officer, president, or 20 percent of directors then in office call and give notice. Under § 8.20(b), either kind of meeting may be held inside or outside Vermont.

Notice and waiver

Section 8.22(a) ordinarily permits a regular meeting without notice. Subsection (b) ordinarily requires each director to receive at least two business days' notice of a special meeting's date, time, and place, without a purpose statement unless the documents require it. Under § 8.23(a), a director may instead sign a written waiver before or after the meeting and have it filed with the minutes or corporate records. Attendance ordinarily waives notice; § 8.23(b) preserves a timely lack-of-notice objection if the director does not then vote for or assent to the objected-to action.

Remote attendance and board vote

Section 8.20(c) permits electronic, telecommunications, video, audio, or another communication means by which all participating directors may communicate with one another simultaneously or sequentially. Unless articles or bylaws provide otherwise, the remote director is deemed present in person. Under § 8.24(b), quorum must be present when a vote is taken and a majority of directors present ordinarily acts, subject to a higher vote required by Title 11B or the documents. The provision counts directors present and supplies no director-proxy voting procedure.

What trips people up

For a corporation without members, § 8.22(c) requires each director to receive at least seven days' written notice that the board will vote to remove a director or approve a matter that would require member approval if members existed; waiver under § 8.23 is the alternative. For those votes, apply subsection (c)'s seven-day notice or waiver.

Section 8.24(a) uses the fixed number of directors for a fixed board. For a board with a variable size range, it uses the prescribed number, or the number in office immediately before the meeting if no number is prescribed. Articles or bylaws may require a higher quorum, but this section does not authorize them to lower it. A director present when action is taken is deemed to assent unless the director makes the timely objection or records dissent or abstention in one of the ways in § 8.24(c).

Common questions

Can a remote board meeting use a method in which directors speak sequentially? Yes. Section 8.20(c) expressly allows simultaneous or sequential mutual communication.

Does a favorable vote preserve a dissent? No. Section 8.24(c) denies the dissent or abstention route to a director who votes in favor of the action.

Statutes and sources

• 11B V.S.A. § 8.20, current official text accessed September 30, 2026.
• 11B V.S.A. § 8.22, current official text accessed September 30, 2026.
• 11B V.S.A. § 8.23, current official text accessed September 30, 2026.
• 11B V.S.A. § 8.24, current official text accessed September 30, 2026.