§ 4471 - Articles of incorporation, constitution and laws; amendments - Vermont Statutes

§ 4471. Articles of incorporation, constitution and laws; amendments

(a) A domestic society may amend its articles of incorporation, constitution or laws in accordance with the provisions thereof by action of its supreme legislative or governing body at any regular or special meeting thereof or, if its articles of incorporation, constitution or laws so provide, by referendum. The referendum may be held in accordance with the provisions of its articles of incorporation, constitution or laws by the vote of the voting members of the society, by the vote of delegates or representatives of voting members or by the vote of local lodges or branches. No amendment submitted for adoption by referendum may be adopted unless, within six months from the date of submission thereof, a majority of all of the voting members of the society shall have signified their consent to the amendment by one of the methods herein specified.

(b) No amendment to the articles of incorporation, constitution or laws of any domestic society may take effect unless approved by the commissioner of banking, insurance, securities, and health care administration who shall approve the amendment if he finds that it has been duly adopted and is not inconsistent with any requirement of the laws of this state or with the character, objects and purposes of the society. Unless the commissioner of banking, insurance, securities, and health care administration disapproves an amendment within 60 days after the filing of it, the amendment shall be considered approved. The approval or disapproval of the commissioner of banking, insurance, securities, and health care administration shall be in writing and mailed to the secretary or corresponding officer of the society at its principal office. If he disapproves the amendment, the reasons therefor shall be stated in the written notice.

(c) Within ninety days from the approval thereof by the commissioner of banking, insurance, securities, and health care administration, all amendments, or a synopsis thereof, shall be furnished to all members of the society either by mail or by publication in full in the official organ of the society. The affidavit of any officer of the society or of anyone authorized by it to mail any amendments or synopsis thereof, stating facts which show that they have been duly addressed and mailed, shall be prima facie evidence that the amendments or synopsis thereof, have been furnished the addressee.

(d) Every foreign or alien society authorized to do business in this state shall file with the commissioner of banking, insurance, securities, and health care administration a duly certified copy of all amendments of, or additions to, its articles of incorporation, constitution or laws within ninety days after the enactment of same.

(e) Printed copies of the constitution or laws as amended, certified by the secretary or corresponding officer of the society, shall be prima facie evidence of the legal adoption thereof. (1959, No. 197, § 11, eff. Nov. 22, 1959; amended 1989, No. 225 (Adj. Sess.), § 25(b); 1995, No. 180 (Adj. Sess.), § 38(a).)