24 V.S.A. App. ch. 901, § 12: Quorum and rules

(a) To transact business, a majority of all directors who are not all from the same member shall be present and shall vote in favor of a motion for it to be effective. No proxies shall be allowed. A smaller number may adjourn to a later date, provided notice is given to all members as if such adjourned meeting were a special meeting.

(b) All meetings of the Board and its committees shall be governed by the small boards sections of the most recent edition of Robert’s Rules.