Vt. Stat. Ann. tit. 24, § 4574

The directors shall elect one of their number as chair. The directors shall elect a secretary and a treasurer who need not be directors, and the same person may be elected to serve both as secretary and treasurer. The powers of the Bank are vested in the directors thereof and three directors of the Bank shall constitute a quorum. Action may be taken and motions and resolutions adopted by the Bank at any meeting thereof by the affirmative vote of at least three directors of the Bank. A vacancy in the directorship of the Bank shall not impair the right of a quorum to exercise all the powers and perform all the duties of the Bank.