Section 2303. Applicability.

1. Provisions of law apply to all nonprofits in Vermont, and specifically educational corporations.

Section 2307. Greater Voting Requirements.

1. Whenever, with respect to any action to be taken by the member or directors of a corporation, the articles of association or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provisions of the articles of association or bylaws shall control.

Section 2308. Actions Without Meetings.

1. Any action required by this chapter to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be.

2. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state.

Section 2352. General Powers. Each corporation shall have power:

• [1] To have perpetual succession by its corporate name unless a limited period of duration in its articles of association.

• [2] To sue and be sued...

• [4] To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated;

• [8] To make contracts and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.

• [10] To conducts its affairs, carry on its operations, and have offices and exorcise the powers granted by this chapter in any state, territory, district, or possession of the United States, or in any foreign country.

• [11] To elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation.

• [12] To make and alter bylaws, not inconsistent with its articles of association, or with the laws of this state, for the administration and regulation of the affairs of the corporation.

• [17] To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

Section 2358. Members.

1. A corporation may have one or classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the articles of association or bylaws. If the corporation has no members, that fact shall be set forth in the articles of association or the bylaws.

2. The directors, officers, employees and members of the corporation shall not, as such, be liable on its obligations.

Section 2359. Bylaws.

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors or in the members unless the articles of association provide that such power shall be vested exclusively in the members. The bylaws may contain any provision for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of association.

Section 2360. Meetings of members.

1. Meetings of members may be held at such place, either within or without this state, as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this state.

2. An annual meeting of the members shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

Section 2361. Notice of members' meetings.

Unless otherwise provided in the articles of association, or the bylaws, written notice stating the place, day and hour of the-meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting.

Section 2362. Voting

1. The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of association or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.

2. A member entitled to vote may vote in person or, unless the articles of association or the bylaws otherwise provide, may vote by proxy executed in writing by the member of by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.

3. The articles of association or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of such candidates.

4. If such a corporation has no member or its members have not right to vote, the directors shall have the sole voting power.

Section 2363. Quorum

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members.

In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to a voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by this chapter, the articles of association, or the bylaws.

Section 2364. Board of directors.

The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of this state or members of the corporation unless the articles of association or the bylaws so require. The articles of association or the bylaws may prescribe other qualifications for directors.

Section 2365. Number and election of directors

1. The number of directors shall not be less than three. Subject to such limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number shall be fixed by the articles of association.

2. ...

3. Directors may be divided into classes and the terms of the several classes need not be uniform. Each director shall hold office for the term for which he is elected or appointed and until his successor shall have been elected or appointed and qualified.

4. A director may removed from office pursuant to any procedure therefor provided in the articles of association.

Section 2366. Vacancies

1. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, through less than a quorum of the board of directors, unless the articles of association or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner,

Section 2367. Quorum of directors

A majority of the number of directors fixed by the bylaws or votes of the members, or in the absence thereof, then of the number stated in the articles of association, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of association or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated.

Section 2368. Committees

If the articles of association or the bylaws so provide, the board of directors, by resolution, adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors, which committees, to the extend provided in such resolution, in the articles of association or in the bylaws of the corporation, shall have and exorcise all the authority of the board of directors, except

• that no such committee shall have the authority of the board of directors in reference to amending, altering or repealing the bylaws

• electing, appointing or removing any member of such committee or any director or officer of the corporation;

• amending the articles of association, restating articles of association, adopting a plan of merger or adopting a plan of consolidation with another corporation;

• authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation;

• authorizing the voluntary dissolution of the corporation or revoking proceedings therefor;

• adopting a plan for the distribution of the assets of the corporation;

• or amending, altering or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him by law.

Section 2370. Officers.

1. The officers of a corporation shall consist of a president, one or more vice presidents, as may be prescribed by the bylaws, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such a manner as may be prescribed by the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary.

2. The bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.

3. The officers of a corporation may be designated by such additional titles as may be provided in the bylaws.

Section 2372. Books and records

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this state a record of all the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected by any members, or his agent or attorney; for any proper purpose at any reasonable time.