§ 8.04. Election, designation, and appointment of directors
(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.
(b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the directors (other than the initial directors) shall be elected by the board. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Structure Vermont Statutes
Title 11B - Nonprofit Corporations
Chapter 8 - Directors and Officers
§ 8.01. Requirement for and duties of board
§ 8.02. Qualifications of directors
§ 8.04. Election, designation, and appointment of directors
§ 8.05. Terms of directors generally
§ 8.06. Staggered terms for directors
§ 8.07. Resignation of directors
§ 8.08. Removal of directors elected by members or directors
§ 8.09. Removal of designated or appointed directors
§ 8.10. Removal of directors by judicial proceeding
§ 8.12. Compensation of directors
§ 8.13. Financially disinterested majority—Public benefit corporations
§ 8.20. Regular and special meetings
§ 8.21. Action without meeting
§ 8.22. Call and notice of meetings
§ 8.25. Committees of the board
§ 8.30. General standards for directors
§ 8.31. Director conflict of interest
§ 8.32. Loans to or guarantees for directors and officers
§ 8.33. Liability for unlawful distributions; statute of limitations
§ 8.41. Duties and authority of officers
§ 8.42. Standards of conduct for officers
§ 8.43. Resignation and removal of officers
§ 8.44. Contract rights of officers
§ 8.45. Officers’ authority to execute documents
§ 8.50. Subchapter definitions
§ 8.51. Authority to indemnify
§ 8.52. Mandatory indemnification
§ 8.54. Court-ordered indemnification
§ 8.55. Determination and authorization of indemnification