2011 Vermont Code
Title 11A Vermont Business Corporations
Chapter 20 CLOSE CORPORATIONS
§ 9 Shareholder agreements

§ 20.09. Shareholder agreements

(a) If the articles of incorporation so provide pursuant to section 20.02(5)(C) of this title, all the shareholders of a close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.

(b) An agreement authorized by this section may:

(1) eliminate a board of directors;

(2) restrict the discretion or powers of the board or authorize director proxies or weighted voting rights; or

(3) create a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.

(c) If the corporation has a board of directors, an agreement authorized by this section restricting the discretion or powers of the board relieves directors of the liability imposed on directors by law, to the extent that the discretion or powers of the board are governed by the agreement. In such circumstances, liability is imposed on each person in whom the board's discretion or power is vested.

(d) A provision eliminating or restricting a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect and contain a statement that the liability of directors imposed by law is instead imposed upon each person in whom the board's power is vested.

(e) A provision entitling one or more shareholders to dissolve the corporation under section 20.13 of this title is effective only if a statement of this right is contained in the articles of incorporation.

(f) To amend an agreement authorized by this section, all the shareholders must approve the amendment in writing unless the agreement provides otherwise.

(g) Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares are not issued when the agreement is made.

(h) This section does not prohibit any other agreement between or among shareholders in a close corporation except to the extent specifically stated in this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)