14-3-725. Voting requirements for election of directors; cumulative voting.

Unless otherwise provided in the articles or bylaws, directors are elected by a majority of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.#

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 or more candidates.#

Cumulative voting is not authorized at a particular meeting unless:#

1. (1)

   The meeting notice or statement accompanying the notice states that cumulative voting will take place; or#

2. (2)

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

A director elected by cumulative voting may be removed by the members without cause if the requirements of Code Section 14-3-808 are met, unless the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such 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.#

Members may not cumulatively vote if the directors and members are identical.#