§ 17-19-725 — Cumulative voting for directors

Wyoming § 17-19-725

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 19: WYOMING NONPROFIT CORPORATION ACT
• Art. 7: MEMBERS' MEETINGS AND VOTING

Text

(a) If the articles or bylaws provide for cumulative
voting by members, members may so vote, by multiplying the
number of votes the 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 (2) or more candidates.
(b) Cumulative voting is not authorized at a particular
meeting unless:
(i) The meeting notice or statement accompanying the
notice states that cumulative voting will take place; or
(ii) A member gives notice during the meeting and
before the vote is taken of the member's intent to cumulate
votes, and if one (1) member gives this notice all other members
participating in the election are entitled to cumulate their
votes without giving further notice.
(c) A director elected by cumulative voting may be removed
by the members without cause if the requirements of W.S.
17-19-808 are met unless the votes cast against removal, or not
consenting in writing to removal, would be sufficient to elect
the director if voted cumulatively at an election at which the
same total number of votes were cast (or, if such action is
taken by written ballot, all memberships entitled to vote were
voted) and the entire number of directors authorized at the time
of the director's most recent election were then being elected.
(d) Members shall not cumulatively vote if the directors
and members are identical.