§ 7-107-209 — Voting for directors - cumulative voting

Colorado § 7-107-209

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Shareholders

Text

(1) At each election for
directors, every shareholder entitled to vote at such election has the right:

(a) To vote, in person or by proxy, all of the shareholder's votes for as many
persons as there are directors to be elected and for whose election the shareholder
has a right to vote unless the articles of incorporation provide otherwise; or

(b) To the extent that the privilege of cumulative voting in the election of
directors is in effect pursuant to the provisions of section 7-102-102 (3), to cumulate
votes by multiplying the number of votes the shareholder is entitled to cast by the
number of directors for whom the shareholder is entitled to vote and casting the
product for a single candidate or distributing the product among two or more
candidates.

(2) The articles of incorporation may provide that shares otherwise entitled
to vote cumulatively may not be voted cumulatively at a meeting unless:

(a) The notice of the meeting or the proxy statement accompanying the
notice states conspicuously that cumulative voting is authorized; or

(b) A shareholder who has the right to cumulate votes gives notice to the
corporation not less than forty-eight hours before the time set for the meeting of
the shareholder's intent to cumulate votes during the meeting. If one shareholder
gives the notice provided for in this paragraph (b), all other shareholders in the
same voting group participating in the election shall be entitled to cumulate their
votes without giving further notice.

(3) If, before a meeting of shareholders at which directors are to be elected,
the corporation receives notice pursuant to paragraph (b) of subsection (2) of this
section with respect to that meeting, then:

(a) If such notice is received sufficiently early that the information required
by paragraph (a) of subsection (2) of this section can be included, without
significant additional expense, in the notice of the meeting or in a proxy statement
accompanying the notice, the corporation shall include such information in that
notice or proxy statement; or

(b) If such notice is received later than contemplated in paragraph (a) of this
subsection (3), the corporation may take such other action as it may deem
appropriate to provide notice, to the voting group or groups that are affected by the
shareholder's notice, that cumulative voting is authorized at the meeting for such
voting group or groups; and, in any event, the corporation shall cause an
announcement to be made at the meeting, before the taking of any vote with
respect to which cumulative voting is in effect, that cumulative voting is authorized
at the meeting.

(4) In an election of directors, that number of candidates equaling the
number of directors to be elected, having the highest number of votes cast in favor
of their election, are elected to the board of directors.

Legislative History

Source: L. 93: Entire article added, p. 775, � 1, effective July 1, 1994.