Vermont corporate bylaws provide a detailed framework for an organization’s governance and internal management after the incorporators complete the incorporation process. The board of directors or the incorporators themselves tailor this comprehensive document to ensure they address the corporation’s unique needs and circumstances.
Corporation members can reference this document to learn the correct procedures for scheduling shareholder meetings, electing and dismissing directors and officers, issuing shares, and distributing dividends. This document may also include guidelines for creating special committees, ensuring the corporation abides by state law and its articles of incorporation.
Legal Requirements
Vermont state law requires corporations to write bylaws. Explore some other legal considerations to keep in mind when drafting your corporation’s bylaws:
- Annual Meetings – Corporations must conduct annual shareholder meetings in Vermont unless the bylaws permit the location to be out of state. [1]
- Corporate Bylaws – Corporations may depict or store their bylaws in an electronic or tangible medium. [2] The bylaws may contain any provision necessary to govern the company as long as the provision is not illegal and does not conflict with the articles of incorporation.
- Issuance of Stock – Corporations shouldn’t issue any shares until they receive the consideration that the board of directors authorizes. [3]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” an abbreviation thereof, or language of like import (choose one).
- Prohibited Words: Language stating or implying the entity is organized for impermissible purposes, “cooperative” or an abbreviation thereof (unless the corporation is a cooperative), and any word not authorized by state law.
- Name Reservation Period: 120 days.
- Renewal Period: Maximum of two successive 120-day periods.
- Transferability: Yes.
Emergency Bylaws
Vermont’s statutes don’t explicitly discuss the creation of emergency bylaws. However, a corporation’s emergency bylaws can contain any provisions for managing the business and regulating its affairs as long as they aren’t inconsistent with state law or the corporation’s articles of incorporation. [4]
