{"data":{"id":"us-vt/11a-v.s.a.-8.09","jurisdiction":"us-vt","citation":"11A V.S.A. § 8.09","heading":"Removal of directors by judicial proceeding","body":"(a)(1) The Superior Court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that:\n(A) the director engaged in fraudulent or dishonest conduct relating to the corporation, or in a gross abuse of authority or discretion relating to the corporation; and\n(B) removal is in the best interest of the corporation.\n(2) The petition for removal shall be filed:\n(A) in the county where the corporation’s principal office is located;\n(B) in the county where the corporation’s registered office is located if the corporation has no principal office in this State; or\n(C) in the Washington County Superior Court where the corporation has no principal office or registered office in this State.\n(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.\n(c) If shareholders commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant.","path":["Title 11A: Vermont Business Corporations","Chapter 008: Directors and Officers","Subchapter 001: BOARD OF DIRECTORS"],"source_url":"https://legislature.vermont.gov/statutes/fullchapter/11A/008","current_through":"2025 session","vintage":"","retrieved_at":"2026-09-05T16:05:51Z","sha256":"2604b08dbcc5c85ad07d46c9b2c5539ee3d5b9f9b179ef77ca6bb290e369f239","source_id":"us-vt","stale":false,"prev":"us-vt/11a-v.s.a.-8.08","next":"us-vt/11a-v.s.a.-8.10"},"notice":"GroundRules: Original legal text. Not legal advice."}