2011 Vermont Code
Title 11B Nonprofit Corporations
Chapter 8 DIRECTORS AND OFFICERS
§ 22 Call and notice of meetings
§ 8.22. Call and notice of meetings
(a) Unless the articles of incorporation, bylaws or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice of the date, time, place, or purpose of the meeting.
(b) Unless the articles of incorporation, bylaws or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by at least two business days' notice to each director of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
(c) In corporations without members, any board action to remove a director or to approve a matter which would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 8.23 of this title.
(d) Unless the articles of incorporation or bylaws otherwise provide, the presiding officer of the board, the president or 20 percent of the directors then in office may call and give notice of a meeting of the board. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
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