Corporate Bylaws - Vermont

BYLAWS OF [____________________], a Vermont corporation

A for-profit corporation organized under the Vermont Business Corporation Act, Title 11A V.S.A. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advance for Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Vermont, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain a registered office and registered agent in Vermont as required by 11A V.S.A. § 5.01. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the Vermont Secretary of State pursuant to 11A V.S.A. § 5.02.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to 11A V.S.A. § 7.01, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to 11A V.S.A. § 7.02, special meetings of shareholders may be called by the Board, by the person(s) authorized by the Articles or these Bylaws, or upon signed, dated written demands delivered to the Secretary by holders of at least ten percent (10%) of all votes entitled to be cast on an issue proposed for the meeting. The demands must describe the meeting purpose, and only business within the purpose(s) described in the meeting notice may be conducted.

Section 2.3 Place and Electronic Meetings. These Bylaws permit annual and special shareholder meetings to be held outside Vermont at a place stated in or fixed under these Bylaws. If no place is fixed, the meeting shall be held at the corporation's principal office. Under 11A V.S.A. §§ 7.01 and 7.02, an annual or special meeting may be conducted by an electronic or telecommunications mechanism, including video conference. The meeting notice shall identify the place or electronic mechanism and participation instructions.

Section 2.4 Notice of Meetings. Pursuant to 11A V.S.A. § 7.05, the corporation shall give notice to shareholders of the date, time, and place of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles. The corporation is required to give notice only to shareholders entitled to vote unless the Act or the Articles require otherwise.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws, before or after the stated date and time, by a signed written waiver delivered to the corporation, as provided in 11A V.S.A. § 7.06. Attendance waives an objection to lack of or defective notice unless the shareholder timely objects to holding the meeting or transacting business. It waives an objection to a matter outside the noticed purposes unless the shareholder timely objects when the matter is presented or when the shareholder becomes aware it was presented.

Section 2.6 Record Date. These Bylaws may fix or prescribe the manner of fixing a record date; otherwise the Board may fix a future record date, in accordance with 11A V.S.A. § 7.07. A record date may not be less than ten (10) or more than seventy (70) days before the meeting or action requiring a shareholder determination. If not otherwise fixed, the record date is determined as provided in the Act.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare a list of shareholders entitled to be given notice of the meeting, available for inspection as provided in 11A V.S.A. § 7.20.

Section 2.8 Quorum. Pursuant to 11A V.S.A. § 7.25, shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Act or the Articles provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is set.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting (11A V.S.A. § 7.21). If a quorum exists, action on a matter (other than the election of directors) is approved by a voting group if the votes cast favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number of affirmative votes, as provided in 11A V.S.A. § 7.25. The election of directors is governed by 11A V.S.A. § 7.28 (plurality voting unless otherwise provided).

Section 2.10 Proxies. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form personally or by attorney-in-fact, or by transmitting an appointment electronically to the corporation or its authorized agent, in accordance with 11A V.S.A. § 7.22. An appointment is valid for eleven (11) months unless a longer period is expressly provided and is revocable unless it conspicuously states that it is irrevocable and is coupled with an interest.

Section 2.11 Greater Quorum or Voting Requirements. The Articles may provide for a greater quorum or voting requirement for shareholders than is provided by the Act, subject to 11A V.S.A. § 7.27.

Section 2.12 Action by Written Consent. Unless the Articles preclude shareholder action without a meeting, action may be taken by written consent signed by all shareholders entitled to vote, describing the action and delivered for inclusion in the minutes or corporate records. Electronic communications or records may evidence written consent. If the Articles contain specific authority for a nonunanimous route, holders of at least a majority of all shares entitled to vote may act after each shareholder receives prior notice, with prompt notice afterward to all shareholders entitled to vote. A consent has the effect of a meeting vote.

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. Unless the Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, and place are announced at the meeting before adjournment, except that notice of an adjourned meeting must be given if a new record date is or must be fixed under 11A V.S.A. § 7.07, as provided in 11A V.S.A. § 7.05.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to 11A V.S.A. § 8.01, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, subject to limitations in the Articles.

Section 3.2 Number and Qualifications. Pursuant to 11A V.S.A. § 8.03, the Board shall consist of one (1) or more directors, with the number specified as [____] director(s), or fixed within a range of not fewer than [____] nor more than [____] directors under the Articles or these Bylaws. After shares have been issued, only shareholders may adopt or change a variable-range provision; only shareholders may fix or change a close corporation's number within a range. Directors need not be Vermont residents or shareholders unless the Articles or these Bylaws require it (11A V.S.A. § 8.02).

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under 11A V.S.A. § 8.06. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death (11A V.S.A. § 8.05).

Section 3.4 Resignation. A director may resign by delivering written notice to the Board, its chair, or the President or other officer responsible for recording meeting minutes, in accordance with 11A V.S.A. § 8.07. A resignation is effective when delivered unless it specifies a later effective date.

Section 3.5 Removal. Shareholders may remove one or more directors with or without cause unless the Articles permit removal only for cause. Only the electing voting group may participate in removing its director. A cumulative-voting director may not be removed if votes sufficient to elect the director are cast against removal; otherwise votes to remove must exceed votes not to remove. Removal may occur only at a meeting called for that purpose whose notice states the removal purpose.

Section 3.6 Vacancies. Pursuant to 11A V.S.A. § 8.10, unless the Articles limit the permitted method, a Board vacancy, including one from an increase, may be filled by shareholders, the Board, or, when fewer than a quorum remain, a majority of all remaining directors. If a voting group elected the vacant office, only that voting group's shares may vote when shareholders fill it.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of Vermont, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide.

Section 3.8 Special Meetings. Pursuant to 11A V.S.A. § 8.20, special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors]. Special meetings may be held within or without the State of Vermont.

Section 3.9 Notice of Special Meetings. Unless the Articles or these Bylaws prescribe a longer or shorter period, special Board meetings require at least two (2) business days' notice of the date, time, and place; purpose need not be stated unless the Articles or these Bylaws require it. Notice may be waived under 11A V.S.A. § 8.23; attendance waives notice unless the director objects at the beginning or promptly upon arrival and does not later vote for or assent to the action.

Section 3.10 Quorum and Voting. Under 11A V.S.A. § 8.24, unless the Articles or these Bylaws require a greater number, a quorum is a majority of the fixed Board size or, for a variable-range Board, a majority of the prescribed number; only when no number is prescribed is it a majority of directors in office immediately before the meeting. If a quorum is present, a majority of directors present is the act of the Board unless the Articles or these Bylaws require a greater vote. These Bylaws do not reduce quorum below the statutory majority.

Section 3.11 Telephonic and Electronic Meetings. Under 11A V.S.A. § 8.20, the Board may permit directors to participate in, or conduct, a meeting through electronic, telecommunications, video-, audio-conferencing, or other means by which all participating directors may simultaneously or sequentially communicate with each other. A participating director is deemed present in person.

Section 3.12 Action Without Meeting. Pursuant to 11A V.S.A. § 8.21, unless the Articles or these Bylaws provide otherwise, any action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records. Such action is effective when the last director signs the consent, unless the consent specifies a different effective date, and has the same effect as action taken at a meeting.

Section 3.13 Compensation and Expenses. Unless the Articles or these Bylaws provide otherwise, the Board may fix director compensation under 11A V.S.A. § 8.11. Any expense-reimbursement policy shall be separately approved and documented.

Section 3.14 Standards of Conduct. Each director shall discharge the director's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the corporation's best interests, in accordance with 11A V.S.A. § 8.30.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Under 11A V.S.A. § 8.25, unless the Articles or these Bylaws provide otherwise, the Board may create committees, each having at least two (2) Board members serving at the Board's pleasure. Creation and appointment require the greater of (a) a majority of all directors in office or (b) the number required by the Articles or these Bylaws for Board action under § 8.24.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, each committee may exercise the authority of the Board. A committee may not, however: (a) authorize distributions; (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or any committee; (d) amend the Articles; (e) adopt, amend, or repeal these Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares (except per a formula or method prescribed by the Board); or (h) authorize or approve the issuance or sale of shares (except within limits prescribed by the Board), all as provided in 11A V.S.A. § 8.25.

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Section 8.40 does not mandate a fixed president-secretary-treasurer roster; it recognizes officers described in the bylaws or appointed by the Board. By adopting these Bylaws, the corporation establishes a President, Secretary, and Treasurer and permits the Board to add a Chair, Vice Presidents, other officers, or assistants. The Secretary is assigned the statutory minutes, authentication, and records responsibility. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Under 11A V.S.A. § 8.43, an officer may resign by delivering notice to the President or other officer responsible for recording meeting minutes; resignation is effective when delivered unless a later date is specified. The Board may remove an officer with or without cause. Appointment does not itself create contract rights, and resignation or removal does not erase otherwise existing contract rights (§ 8.44).

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign. The duties of the Secretary include responsibility for preparing minutes and authenticating records under 11A V.S.A. § 8.41.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Authority. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board, consistent with 11A V.S.A. § 8.41.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. Subject to any reservation to shareholders in the Articles, the Board may authorize shares for tangible or intangible property or benefit to the corporation. Before issuance the Board must determine the consideration is adequate, and no share may issue until fully paid, under 11A V.S.A. § 6.21. Shares may be certificated or uncertificated as permitted by the Articles and these Bylaws.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Vermont, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with 11A V.S.A. § 6.25. Each certificate shall be signed (either manually or in facsimile) by two officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. Unless the Articles or these Bylaws require certificates, the Board may authorize some or all shares without certificates. Within a reasonable time after issuance or transfer, and at least annually thereafter, the corporation shall send the shareholder the written information required by 11A V.S.A. §§ 6.25(c), 6.26(b), and, when applicable, 6.27.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The Articles, these Bylaws, or a qualifying agreement may impose a restriction authorized by 11A V.S.A. § 6.27. A new restriction does not affect previously issued shares unless their holders agree in writing or voted for it. Its existence must be noted conspicuously on the certificate or included in the uncertificated-share information statement; without the notation, it is unenforceable against a person who lacks knowledge of it.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCE FOR EXPENSES

Section 7.1 Authority to Indemnify Directors. To the fullest extent authorized by 11A V.S.A. § 8.51, and except as that section otherwise limits, the corporation shall indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the director conducted himself or herself in good faith; (b) the director reasonably believed (i) in the case of conduct in the director's official capacity with the corporation, that the conduct was in its best interests, and (ii) in all other cases, that the conduct was at least not opposed to its best interests; and (c) in the case of any proceeding brought by a governmental entity, the director had no reasonable cause to believe the conduct was unlawful and is not finally found to have engaged in a reckless or intentional unlawful act. The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, determine that the director did not meet the standard of conduct.

Section 7.2 Limitations on Indemnification. As required by 11A V.S.A. § 8.51(d), the corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred (11A V.S.A. § 8.51(e)).

Section 7.3 Mandatory Indemnification. Unless limited by the Articles, the corporation shall indemnify a director wholly successful, on the merits or otherwise, in defending a proceeding to which the director was a party because of that office, against reasonable expenses incurred, under 11A V.S.A. § 8.52.

Section 7.4 Advance for Expenses. Pursuant to 11A V.S.A. § 8.53, the corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition if: (a) the director delivers to the corporation a written affirmation of the director's good-faith belief that the director has met the standard of conduct described in 11A V.S.A. § 8.51; (b) the director delivers to the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification. The undertaking shall be an unlimited general obligation of the director, need not be secured, and may be accepted without reference to financial ability to repay.

Section 7.5 Determination and Authorization. A determination that indemnification of a director is permissible, and any authorization of indemnification, shall be made in the manner specified in 11A V.S.A. § 8.55, including by a majority vote of a quorum of directors not at the time parties to the proceeding, by a duly designated committee of two or more such directors, by written opinion of special legal counsel, or by the shareholders (excluding shares controlled by a director who is a party).

Section 7.6 Indemnification of Officers, Employees, and Agents. Unless the Articles limit it, the corporation may indemnify and advance expenses to a nondirector officer, employee, or agent to the same extent as a director. A nondirector officer has the same mandatory and court-ordered indemnification routes as a director, under 11A V.S.A. § 8.56.

Section 7.7 Insurance. The corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation against liability asserted against or incurred by the person in that capacity, whether or not the corporation would have the power to indemnify the person against the same liability under this Article, in accordance with 11A V.S.A. § 8.57.

Section 7.8 Consistency of Additional Rights. Any indemnification or advancement right in the Articles, these Bylaws, a resolution, contract, or other arrangement is valid only to the extent consistent with Subchapter 8 of Chapter 8 and any limitation in the Articles, as required by 11A V.S.A. § 8.58.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of 11A V.S.A. § 6.40.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in 11A V.S.A. § 6.40.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with 11A V.S.A. § 7.07. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to 11A V.S.A. § 16.01, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of names and addresses of all shareholders in alphabetical order by class of shares.

Section 9.2 Records to Be Kept Available. The corporation shall keep the records listed in 11A V.S.A. § 16.01(e), including its current Articles and Bylaws, qualifying resolutions, shareholder minutes and consents, three years of general shareholder communications, current directors and officers, and most recent annual report, at its principal office or, if it has no principal office in Vermont, its registered office.

Section 9.3 Shareholder Inspection Rights. Inspection has two statutory routes. A shareholder may inspect and copy the § 16.01(e) records during regular business hours after at least five business days' written notice, without the additional proper-purpose test. Accounting records and the shareholder record instead require the same notice plus a demand made in good faith for a proper purpose, particular description of the purpose and records, and a direct connection between them. Sections 16.02 and 16.03 control location, agents, copying, and reasonable charges.

Section 9.4 Financial Statements. The corporation shall mail the annual financial statements described by 11A V.S.A. § 16.20 to each shareholder within 120 days after fiscal-year close, with the required accountant report or officer statement. Thereafter it shall mail the latest statements on written request from a shareholder who was not mailed them.

Section 9.5 Annual Report. Within two and one-half months after fiscal-year expiration, the corporation shall deliver the annual report required by 11A V.S.A. § 16.22, using information current as of execution, and shall maintain the most recent report with its corporate records. Current registered-agent information must follow the Act 10 cross-reference to 11 V.S.A. § 1655.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with 11A V.S.A. § 16.01.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to 11A V.S.A. § 10.20, the Board may amend or repeal these Bylaws unless (a) the Articles or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or readopt that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to 11A V.S.A. § 10.20, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Increasing Quorum or Voting Requirement. If the Articles authorize it, shareholders may adopt or amend a greater shareholder quorum or voting bylaw under 11A V.S.A. § 10.21; the Board cannot adopt, amend, or repeal it. Greater Board requirements follow § 10.22's original-adopter and greater-vote rules.

ARTICLE XII — CONTINUITY PLANNING

Section 12.1 No Assumed Statutory Emergency Power. Vermont's current 11A V.S.A. § 3.03 is reserved. These Bylaws therefore do not import the Model Business Corporation Act's emergency-bylaw powers, reduced-notice rule, officer-as-director quorum device, automatic binding effect, or liability protection.

Section 12.2 Operational Plan. The Board may maintain a non-bylaw operational continuity plan addressing communications, records access, succession contacts, alternative work locations, banking controls, cybersecurity, insurance notices, and recovery priorities. The plan does not change director status, quorum, voting, authority, fiduciary duties, or third-party rights.

Section 12.3 Lawful Action During Disruption. Corporate action during a disruption must use the ordinary Articles, these Bylaws, or other current authority verified for the event. Counsel shall review any proposed emergency amendment, delegation, remote meeting, succession step, or relocation before reliance.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Vermont corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to 11A V.S.A. §§ 2.05 and 2.06 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Vermont Business Corporation Act, Title 11A V.S.A.
• 11A V.S.A. §§ 2.05 to 2.06 (organization of corporation; bylaws)
• 11A V.S.A. § 3.03 (reserved; no statutory emergency-bylaw provision)
• 11A V.S.A. §§ 5.01 to 5.02 (registered office and agent)
• 11A V.S.A. §§ 6.21 to 6.27 (issuance of shares; certificates; uncertificated shares; transfer restrictions); § 6.40 (distributions)
• 11A V.S.A. §§ 7.01 to 7.07 (annual and special meetings; action without meeting; notice; waiver; record date)
• 11A V.S.A. §§ 7.20 to 7.28 (shareholders' list; voting entitlement; proxies; quorum and voting requirements; greater requirements; voting for directors)
• 11A V.S.A. §§ 8.01 to 8.11 (board: duties; qualifications; number; terms; staggered terms; resignation; removal; vacancies; compensation)
• 11A V.S.A. §§ 8.20 to 8.25 (board meetings; action without meeting; notice; waiver; quorum and voting; committees)
• 11A V.S.A. §§ 8.30 (general standards for directors)
• 11A V.S.A. §§ 8.40 to 8.44 (officers; duties; resignation and removal; contract rights)
• 11A V.S.A. §§ 8.50 to 8.58 (indemnification): § 8.51 (authority to indemnify; standard of conduct); § 8.52 (mandatory indemnification); § 8.53 (advance for expenses; written affirmation and undertaking); § 8.54 (court-ordered indemnification); § 8.55 (determination and authorization); § 8.56 (officers, employees, and agents); § 8.57 (insurance); § 8.58 (application of subchapter)
• 11A V.S.A. §§ 10.20 to 10.22 (amendment of bylaws by board and shareholders; bylaws increasing quorum/voting requirements)
• 11A V.S.A. §§ 16.01 to 16.22 (corporate records; inspection; financial statements; annual report)