35-1-531. Voting for directors -- cumulative voting.
35-1-531. Voting for directors -- cumulative voting. (1) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(2) Except as limited by subsection (3), at each election for directors each shareholder entitled to vote at the election has the right:
(a) to vote, in person or by proxy, the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote; or
(b) to cumulate the shareholder's votes:
(i) by giving one candidate as many votes as the number of directors to be elected multiplied by the number of shareholders' shares; or
(ii) by distributing the votes on the same principle among any number of the candidates.
(3) The right of all shareholders to cumulate their shares provided by subsection (2) may be denied by a statement to that effect included in the articles of incorporation, but only if:
(a) the statement is included in the articles of incorporation at the time the initial articles of incorporation are filed; or
(b) the statement is included in an amendment to the articles of incorporation unless the number of votes sufficient to elect one director, if voted upon a cumulative basis, was voted against the amendment.
History: En. Sec. 64, Ch. 368, L. 1991.