8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 13, 2014

(Date of Report - Date of earliest event reported on)

Vermont	000-16435	03-0284070
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4811 US Route 5, Derby, Vermont	05829
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number: (802) 334-7915

Not Applicable

(Former name, former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17CFR 203.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.  Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of security holders, at the Annual Meeting of Shareholders of Community Bancorp. on May 13, 2014:

Proposal 1. To elect four incumbent directors to serve until the Annual Meeting of Shareholders in 2017;

Proposal 2. To amend the Amended and Restated Articles of Incorporation to increase the Company’s authorized common stock to 15,000,000 shares.

Proposal 3. To ratify the selection of the independent registered public accounting firm of Berry Dunn McNeil & Parker, LLC (“BerryDunn”) as the Corporation’s external auditors for the fiscal year ending December 31, 2014.

As of March 11, 2014, the record date for the Annual Meeting, there were 4,867,956 shares of the Company’s $2.50 par value common stock outstanding, and each share was entitled to one vote on all matters submitted to the shareholders for vote at the meeting.

The vote results are as follows:

					AUTHORITY
					WITHHELD/		BROKER
MATTER	FOR		AGAINST		ABSTAIN		NON-VOTE
Proposal 1.  Election of Incumbent Directors:
Thomas E. Adams		2,660,032		N/A		59,030		703,241
Jacques R. Couture		2,664,814		N/A		54,248		703,241
Dorothy R. Mitchel		2,671,346		N/A		47,716		703,241
James G. Wheeler, Jr.		2,475,966		N/A		243,096		703,241
Proposal 2.  Increase authorized common stock
to 15,000,000 shares		2,929,729		466,267		26,306		-0-
Proposal 3.  Selection of External Auditors:
BerryDunn		3,388,337		4,876		29,088		-0

In accordance with section 3.02 of the Company’s Bylaws, each of the directors was elected, having received the affirmative vote of at least a majority of the shares represented at the meeting and entitled to vote.  Proposals 2and 3 were approved, with more votes cast "FOR" than "AGAINST" each such proposal.

Articles of Amendment relating to the amendment to the Company’s Amended and Restated Articles of Association approved in Proposal 2 are being filed with the Vermont Secretary of State and will take effect upon filing.  A conformed copy of the text of the Articles of Amendment is filed as Exhibit 3.1 to this report.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits

The following Exhibit, referred to in Item 5.07 of this Report is furnished, not filed, herewith:

Exhibit 3.1, Articles of Amendment dated May 14, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMMUNITY BANCORP.
DATED: May 13, 2014	By:	/s/ Stephen P. Marsh
		Stephen P. Marsh, Chairman,
		President & Chief Executive Officer

EX-3.1

EXHIBIT 3.1

ARTICLES OF AMENDMENT

of

COMMUNITY BANCORP.

In accordance with 11A VSA § 10.06, the undersigned officers of Community Bancorp. hereby certify that:

1.    Name.  The name of the corporation is Community Bancorp.

2.   Text of Amendment.  At the 2014 Annual Meeting of the Shareholders of Community Bancorp. (the “Corporation”) held on May 13, 2014 (the “Annual Meeting”), the shareholders approved an amendment to the Amended and Restated Articles of Association increasing the number of shares of common stock, $2.50 par value per share (the “Common Stock”), the Corporation is authorized to issue from 10,000,000 shares of Common Stock to 15,000,000 shares of Common Stock.  Paragraph A of ARTICLE FIVE of the Corporation’s Amended and Restated Articles of Association is amended to read as follows:

Section A. The aggregate number of shares of common stock the Corporation shall have authority to issue is 15,000,000 shares of common stock, with a par value of $2.50 per share.

The amendment does not provide for any exchange, reclassification, or cancellation of issued shares.

3.   Outstanding Capital Stock and Voting Entitlement of Shares. The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each group represented at the meeting were as follows:

Common Stock:

4,867,956 shares of Common Stock outstanding on the record date for the Annual Meeting, and each entitled to one vote on the amendment.

3,422,302 shares of Common Stock represented at the Annual Meeting in person or by proxy.

Preferred Stock:

25 shares of Series A nonvoting preferred stock outstanding, none of which were entitled to vote on the Amendment.

4.   Votes Cast. The total number of votes cast for and against the amendment by holders of the Common Stock, the only voting group entitled to vote on the amendment, were as follows:

2,929,729 votes cast for the amendment

466,267 votes cast against the amendment

26,306 abstained

5.   Vote Sufficient to Adopt Amendment. In accordance with 11A VSA § 10.06, the votes cast by the holders of the Common Stock at the Annual Meeting were sufficient to adopt the amendment.

Date:           May 14, 2014

/s/ Stephen P. Marsh         

Stephen P. Marsh

President and CEO

/s/ Chris Bumps              

Chris Bumps

Secretary