11A V.S.A. § 20.04: Election of existing corporation to become a close corporation

(a) Any corporation organized under this title may become a close corporation by executing and filing, in accordance with sections 10.01-10.09 of this title, an article of amendment to its articles of incorporation, which shall contain the provisions required by section 20.02 of this title.

(b) Such amendment shall be adopted in accordance with the requirements of section 10.03 of this title, provided that it must be approved by a vote of at least two-thirds of the outstanding shares of the corporation, and provided further that if any class of shares is entitled to vote as a group, approval shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.

(c) If the amendment is approved by the requisite vote, any shareholder who voted against the amendment shall be entitled to assert dissenters’ rights as provided in sections 13.01-13.28 of this title.