2011 Vermont Code
Title 11B Nonprofit Corporations
Chapter 10 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
§ 31 Amendment terminating members or redeeming or cancelling memberships

§ 10.31. Amendment terminating members or redeeming or cancelling memberships

(a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of the act and this section.

(b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members and shall provide a copy of the proposed amendment to each member.

(c) After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one statement of up to 500 words opposing the proposed amendment if such statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than 20 days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations, the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations, the production and mailing costs shall be paid by the corporation.

(d) Any such amendment shall be approved by the members by two-thirds of the votes cast by each class.

(e) The provisions of section 6.21 of this title shall not apply to any amendment meeting the requirements of the act and this section. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)