Title 7 – Corporations and Associations
Article 127 – Members’ Meetings and Voting
Voting for directors – cumulative voting
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
(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.
(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.
Source: L. 97: Entire article added, p. 687, § 3, effective July 1, 1998.