Are bylaws required in Vermont?
Yes, Vermont corporations are obligated to institute and operate under formal bylaws.[1]
Vermont Corporate Laws
- Corporate Tax: Vermont has a corporate tax in place that is divided by tiers of income.[2]
- 6.0% – $0 to $10,000
- 7.0% – $10,000 to $25,000
- 8.5% – $25,000 and up
- Board: The board of directors of a Vermont corporation manage the entity according to the bylaws and “subject to any limitation” in the articles of incorporation.[3]
- Number – Corporations in Vermont must have at least one individual as a director; however, their bylaws can dictate a higher number than this “by amendment.”[4]
- Qualifications – In addition to the articles of incorporation, the bylaws explicitly “prescribe qualifications” for directorship.[5]
- Terms – While a fixed number of directors can be decreased through the bylaws, this would not “shorten an incumbent director’s term” (typically from one annual meeting to the next).[6]
- Staggered Terms – Corporations divide the total number of directors into “two, three, four, or five groups” of equal size while assigning each a unique election period.[7]
- Officers: Officers are appointed “in accordance with the bylaws” by the board of directors.[8]
- Fiduciary Duty: Officers, as well as directors, carry out their duties in good faith, in accordance with their responsibilities, and, especially, “in the best interests” of their corporation.[9][10]
- Meetings: The board of directors can authorize meeting attendance through “any means of communication” such as teleconferencing.[11]
- Quorum: A quorum generally consists of the majority of the number of directors in the office before a meeting or fixed by the bylaws however, the bylaws can also “require a greater number” of directors for a quorum.[12]
- Emergency Bylaws: The board can draw up ”any provisions” needed to manage the affairs of a corporation, such as during an emergency, so long as they comply with the law and the bylaws.[13]