14-2-728. Voting for directors; cumulative voting.

Unless otherwise provided in:#

1. (1)

   The articles of incorporation; or#

2. (2)

   A bylaw that fixes a greater voting requirement for the election of directors and that is adopted by the board of directors of a corporation having shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association,#

   1. directors are elected by a plurality of the votes cast by the shares entitled to vote in the election. Action to elect directors may be taken at a meeting only if a quorum is present.

Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.#

A statement included in the articles of incorporation that all or 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 or more candidates.#

Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:#

1. (1)

   The meeting notice or proxy statement accompanying the notice states that cumulative voting will be in effect; or#

2. (2)

   A shareholder who has the right to cumulate his votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his intent to cumulate his votes during the meeting, and if one 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.#