§ 7-127-208 — Voting for directors - cumulative voting

(1) If the bylaws
provide for cumulative voting for directors by the voting members, voting members
may so vote, by multiplying the number of votes the voting members are entitled to
cast by the number of directors for whom they are entitled to vote and cast the
product for a single candidate or distribute the product among two or more
candidates.

(2) Cumulative voting is not authorized at a particular meeting unless:

(a) The meeting notice or statement accompanying the notice states that
cumulative voting will take place; or

(b) A voting member gives notice during the meeting and before the vote is
taken of the voting member's intent to cumulate votes, and if one voting member
gives this notice all other voting members participating in the election are entitled
to cumulate their votes without giving further notice.

(3) If cumulative voting is in effect, a director may not be removed if the
number of votes cast against such removal, or not consenting in writing to such
removal, would be sufficient to elect such director if voted cumulatively at an
election for such director.

(4) Members may not vote cumulatively if the directors and members are
identical.

(5) In an election of multiple 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. When only one director
is being voted upon, the affirmative vote of a majority of the members constituting
a quorum at the meeting at which the election occurs shall be required for election
to the board of directors.

Legislative History

Source: L. 97: Entire article added, p. 687, � 3, effective July 1, 1998.