Vermont § 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.)