Vermont Statutes
Chapter 8 - Directors and Officers
§ 819c. Members’ action

§ 819c. Members’ action
(a) Members’ action respecting a director’s conflicting interest transaction is effective for purposes of subdivision 819a(b)(2) of this title if a majority of the votes cast by the holders of all of the voting power of the members is in favor of the transaction after:
(1) notice to members describing the action to be taken respecting the transaction;
(2) provision to the enterprise of the information referred to in subsection (b) of this section; and
(3) communication of the information that is the subject of required disclosure to the members entitled to vote on the transaction, to the extent the information is not known by them.
(b) A director who has a conflicting interest respecting the transaction shall, before the members’ vote, inform the secretary or other officer or agent of the enterprise authorized to tabulate votes, in writing, of the voting power that the director knows is not qualified voting power under subsection (c) of this section and the identity of the holders of that power.
(c) For purposes of this section, “qualified voting power” means the power entitled to be voted with respect to the transaction except for the voting power that the secretary or other officer or agent of the enterprise authorized to tabulate votes either knows, or under subsection (b) of this section is notified, is held by:
(1) a director who has a conflicting interest respecting the transaction; or
(2) a person related to the director, excluding a person described in subdivision 819(5)(F) of this title.
(d) A majority of the votes entitled to be cast by the holders of all qualified voting power constitutes a quorum for purposes of compliance with this section. Subject to the provisions of subsection (e) of this section, members’ action that otherwise complies with this section is not affected by the presence of holders of voting power that is not qualified voting power.
(e) If a member’s vote does not comply with subsection (a) of this section solely because of a director’s failure to comply with subsection (b) of this section and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director and may give such effect, if any, to the member’s vote as the court considers appropriate in the circumstances.
(f) Where members’ action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of organization, the bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the members, in which action voting power that is not qualified voting power may participate. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

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