Title 10 – Corporations and Associations

Chapter 30 – Members’ Meetings and Voting-nonprofit Corporations

Article 2 – Voting

• A. If the articles of incorporation or bylaws provide for cumulative voting by members, members may cumulate their votes for directors, 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 casting the product for a single candidate or by distributing the product among two or more candidates.
• B. Cumulative voting is not authorized at a particular meeting unless either:
• 1. The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized.
• 2. A member who has the right to cumulate votes gives notice during the meeting and before the vote is taken of the member’s intent to cumulate votes during the meeting, and if one member gives this notice all other members in the same voting group 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 section 10-3808 are met unless the votes cast against removal, or those members not consenting in writing or by ballot to the removal, would be sufficient to elect that director if voted cumulatively at an election at which the same total number of votes were cast or, if the action is taken by written consent or 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.