Vermont runs on nonprofit boards. Fire departments and ambulance squads, libraries and historical societies, food shelves, land trusts, senior centers, youth leagues. Most are staffed by volunteers doing unglamorous work, and most function fine.

When one doesn't, almost nobody knows what the rules are — including, often, the board itself. Here's the map: first the rules every Vermont board has to follow, then what you can actually do when one isn't following them. Your options are real either way, but they're very different depending on whether you sit on the board or not.

The rules that bind every board

Every nonprofit corporation in Vermont is governed by Title 11B, the Vermont Nonprofit Corporation Act. It applies whether the organization takes a dime of public money or not.

Quorum is a majority of the full board — not of whoever shows up. Under 11B V.S.A. § 8.24(a), a quorum is a majority of the number of directors the organization is supposed to have. Vacancies don't shrink the denominator. A board authorized to have nine members needs five, even if only six seats are filled.

**Vermont bylaws can only raise that number, never lower it. The statute says "unless the articles of incorporation or bylaws require a greater** number." Many states let bylaws drop the board quorum to a third. Vermont didn't adopt that. The contrast is deliberate: for meetings of members, § 7.22(a) expressly permits "a higher or lower quorum." For directors, only greater. A bylaw setting a board quorum below a majority is void, and every meeting held under it lacked a quorum. Any board working from an out-of-state bylaw template should check this.

No quorum means no action. § 8.24(b) is conditional: "If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors." Without one, there is no act of the board. Not a bad vote — no vote.

A short-handed board can do exactly one thing. § 8.11(a)(2): if the remaining directors "constitute fewer than a quorum of the board, they may fill the vacancy." Fill vacancies. That's the entire list.

Deciding by email requires unanimity. § 8.21 permits action without a meeting only "if the action is taken by all members of the board," in writing, filed with the minutes. A majority poll by email is not board action.

Minutes are mandatory and permanent. § 16.01(a) requires permanent records of minutes of all board meetings, all committee actions, and all written consents.

And Vermont has no do-over. Unlike Delaware and a number of other states, Vermont has no statute allowing a board to retroactively validate a defective action. A properly constituted meeting can re-adopt a decision going forward. It cannot reach back.

The Attorney General's Guidance for Board Members of Charitable Nonprofits states it without lawyerly hedging: "a majority of the total number of board members required in the articles or bylaws must be present at the vote, and a majority of those members present must affirm the action." And: "A board must record minutes at all meetings."

The catch: this is internal law, not public law

Title 11B was written to let a corporation's own people hold its leadership to account. It is not a transparency statute, and Vermont never added one for nonprofits.

The Open Meeting Law does not apply. 1 V.S.A. § 310(6) defines a "public body" as a board, council or commission of the state or a political subdivision. A private nonprofit isn't one.

The Public Records Act does not apply. In McVeigh v. Vermont School Boards Association, 2021 VT 86, the Vermont Supreme Court rejected a "functional equivalency" test — a private entity falls under the act only if delegated a uniquely governmental function.

There is no funding threshold anywhere in Vermont law. A nonprofit drawing 90 percent of its budget from your town's property taxes has exactly the same disclosure obligations as one drawing zero: none.

And the general public has no right to inspect the books. Title 11B gives inspection rights to members only.

So the honest answer to "what can I do" starts with a question: where are you standing?

If you're on the board, the law was written for you

This is the part most board members don't know, and it matters: the Act repeatedly gives standing to a single individual rather than to the board as a body. § 6.40 authorizes a suit on the corporation's behalf by "any member or members having five percent or more of the voting power or by 50 members, whichever is less, or any director" — no threshold for directors at all. § 1.42 and § 3.03 do the same.

That isn't an accident. A board that has gone off the rails will never vote to sue itself. The lone dissenter is the escape valve.

  • Protect yourself first. Under § 8.24(c), a director present when action is taken is deemed to have assented unless they object at the outset, get their dissent into the minutes, or deliver written notice to the chair before adjournment. Objecting out loud and then going home makes you a yes vote.
  • Demand the records. § 16.02 — written demand, five business days' notice, a stated proper purpose. If refused, § 16.04 gets an expedited court order and makes the organization pay your legal fees.
  • Call your own meeting. § 8.22(d) lets 20 percent of directors call and notice a board meeting. If you're also a member and the officers stonewall a demand for 30 days, § 7.02(c) lets you notice it yourself.
  • Ask a judge to break the logjam. The least-known provision in the act, and often the best one: § 1.42 lets any director, officer, member or the Attorney General petition Superior Court, which may order a meeting and "dispense with any requirement… including any requirement as to quorums." The result is valid "for all purposes" — cheaper and less destructive than a lawsuit.
  • Seek removal. § 8.10 (judicial removal of a director) and § 14.30(a)(2), available to a director or five percent of members where directors "have acted, are acting or will act in a manner that is illegal, oppressive, or fraudulent," or where "the corporate assets are being misapplied or wasted." Courts must weigh alternatives to dissolution first, which makes this a lever for removal and injunctions rather than a nuclear option.

If you're outside the room

Anyone may complain to a regulator — you don't need standing to file a complaint. But keep the distinction clear: complaining is open to everyone, compelling is not. A referral is a request that someone with authority use theirs. It's still worth making. Just don't mistake it for a remedy you control.

  • The Attorney General. Every 501(c)(3) is a "public benefit corporation" under § 17.05(2), which gives the AG standing under § 14.30(a)(1) where an organization "has continued to exceed or abuse the authority conferred upon it by law" or where "the corporate assets are being misapplied or wasted." Anyone can write to the office. Note the structural limits, though: Vermont does not require charities to register, and the AG's charities function is built around regulating paid fundraisers under 9 V.S.A. ch. 63 — the office's charities page says it "is responsible for regulating all paid charitable solicitations in Vermont." There is no dedicated nonprofit-governance complaint portal. The authority exists; the intake machinery doesn't.
  • The Secretary of State — for records, not enforcement. The Corporations Division is a filing office. It will not investigate whether a board followed its bylaws, and its only enforcement power is administrative dissolution under § 14.20, on purely clerical grounds: unpaid fees, a biennial report more than 60 days late, or no registered agent. A board can violate every governance rule in Title 11B and remain in perfect standing as long as it files on time. What the office is good for is the public record — articles of incorporation, biennial reports, directors and registered agent. Free, and the best outside source after the 990.
  • The Form 990. Public, free at ProPublica's Nonprofit Explorer, and signed under penalties of perjury. Part VI asks whether the organization "contemporaneously document[ed] the meetings held" by the board (line 8a), whether it has a written conflict-of-interest policy and enforces it (12a–c), and whether it has a whistleblower policy (13). Compare the answers to what you know.
  • The IRS. Anyone may file Form 13909, the Tax-Exempt Organization Complaint (Referral); the complaint process is open to the public.
  • A restricted gift you made. 14A V.S.A. § 405(c) lets a donor or "a person with a special interest" sue to enforce the restriction.

And if it's your town's money, you have no standing to sue — but you have the warning. Under 17 V.S.A. § 2642(a)(3)(A), five percent of a town's voters can petition an article onto the town meeting warning, filed at least 47 days before the meeting. Articles voted from the floor can be amended; Australian ballot articles are yes-or-no as printed. A selectboard can also attach conditions to an appropriation — audited financials, open meetings, minutes, proof of quorum — as a term of the funding. A nonprofit is free to decline the conditions. It is not free to take the money and ignore them.

Sidebar: how to write a complaint that gets read

Regulators are not staffed to reconstruct a story from a narrative. Documents beat prose. A one-page complaint with exhibits attached will get further than five pages of history.

  • The bylaws page showing the quorum number, and the articles if the number is there instead.
  • The board roster — how many seats the organization is authorized to have. This is the denominator, and it's what most people get wrong. Not how many are filled, not how many attend.
  • Specific dates and specific votes. "The board acted improperly" is unusable. "On March 12 the board voted 3–0 to approve a $40,000 contract; five of nine seats were filled and the bylaws require a quorum of five" is a case.
  • Minutes — or their documented absence. Title 11B requires them permanently. If they don't exist, say so and say how you know.
  • Dollar figures, and whether public money was involved. It changes nothing legally. It changes everything about how quickly someone reads the file.
  • What you want. An investigation, a records order, a court-ordered meeting. Specific asks travel further than general alarm.

The gap

Notice what's missing. The Legislature has never written a funding threshold into Vermont law — no point at which taking public money brings a private board under the Open Meeting Law or the Public Records Act. Other states have drawn that line. Vermont hasn't.

Until it does, the two most effective tools available to most Vermonters aren't in Title 11B at all. One is a single board member willing to put a dissent in writing. The other is the appropriation article on the March warning, and the willingness to ask out loud, at town meeting, what the money bought.

No Vermont court has squarely ruled on whether board action taken without a quorum is void. The conclusion above follows from the conditional wording of § 8.24(b) and from the absence of any validation statute in Vermont law.