§ 17-16-728 — Voting for directors; cumulative voting

(a) Unless otherwise provided in the articles of
incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting
at which a quorum is present.
(b) Shareholders do not have a right to cumulate their
votes for directors unless the articles of incorporation so
provide.
(c) A statement included in the articles of incorporation
that "[all] [a designated voting group of] shareholders are
entitled to cumulate their votes for directors," or words of
similar import, means that the shareholders designated are
entitled to multiply the number of votes they 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 (2) or more candidates.
(d) Shares otherwise entitled to vote cumulatively may not
be voted cumulatively at a particular meeting unless:
(i) The meeting notice or proxy statement
accompanying the notice states conspicuously that cumulative
voting is authorized; or
(ii) A shareholder who has the right to cumulate his
votes gives notice to the corporation not less than forty-eight
(48) hours before the time set for the meeting of the
shareholder's intent to cumulate his votes during the meeting.
If one (1) shareholder gives this notice all other shareholders
in the same voting group participating in the election are
entitled to cumulate their votes without giving further notice.