2016 Vermont Statutes
Title 11C - Mutual Benefit Enterprises
Chapter 8 - Directors And Officers
§ 808 Suspension of director by board

§ 808. Suspension of director by board

(a) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the enterprise and if the director is engaging or has engaged in:

(1) fraudulent conduct with respect to the enterprise or its members;

(2) gross abuse of the position of director;

(3) intentional or reckless infliction of harm on the enterprise; or

(4) any other behavior, act, or omission as provided by the organic rules.

(b)(1) A suspension under subsection (a) of this section is effective for 30 days unless the board of directors calls a special meeting of members for removal of the director before the end of the 30-day period, in which case the suspension is effective until adjournment of the meeting or the director is removed.

(2) Upon call of a special meeting of members for removal of the director, an officer of the enterprise or the board of directors shall mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal and to the director to be removed notice of the meeting that complies with section 508 of this title.

(3) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director at the time of the vote. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)