Vermont Statutes Title 11 A. Vermont Business Corporations, § 20.12. Voluntary termination of close corporation status by amendment of articles of incorporation; vote required

(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this chapter by amending its articles of incorporation to delete any or all of the provisions required by section 20.02 of this title in addition to the provisions required by section 2.02 of this title to be stated in the articles of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with sections 10.01-10.09 of this title and shall be approved by the higher of the vote required by the articles of incorporation or by subsection (c) of this section.

(b) If the amendment is approved by the required 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.

(c) An amendment to terminate the status of a close corporation must be approved by a vote of at least two-thirds of the outstanding shares of the corporation, provided 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. The articles of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a unanimous vote or any vote greater than two-thirds of the shares or of any voting group shall be required; and, if the articles of incorporation contain such a provision, that provision shall not be amended, repealed, or modified by any vote less than that so required to terminate the corporation's status as a close corporation.