§ 55-7-28. Voting for directors; cumulative voting.
§55‑7‑28. Voting for directors; cumulative voting.
(a) Unless otherwiseprovided in the articles of incorporation or in an agreement valid under G.S.55‑7‑31, directors are elected by a plurality of the votes cast bythe shares entitled to vote in the election at a meeting at which a quorum ispresent.
(b) Except as providedin subsection (e) of this section, shareholders do not have a right to cumulatetheir votes for directors unless the articles of incorporation so provide.
(c) A statementincluded in the articles of incorporation that "[all] [a designated votinggroup of] shareholders are entitled to cumulate their votes for directors"(or words of similar import) means that the shareholders designated areentitled to multiply the number of votes they are entitled to cast by thenumber of directors for whom they are entitled to vote and cast the product fora single candidate or distribute the product among two or more candidates.
(d) Shares otherwiseentitled to vote cumulatively may not be voted cumulatively at a particularmeeting unless:
(1) The meeting noticeor proxy statement accompanying the notice states conspicuously that cumulativevoting is authorized; or
(2) A shareholder orproxy who has the right to cumulate his votes announces in open meeting, beforevoting for directors starts, his intention to vote cumulatively; and if suchannouncement is made, the chair shall declare that all shares entitled to votehave the right to vote cumulatively and shall announce the number of votesrepresented in person and by proxy, and shall thereupon grant a recess of notless than one hour nor more than four hours, as he shall determine, or of suchother period of time as is unanimously then agreed upon.
(e) Shareholders of acorporation incorporated in this State shall have the right to cumulate theirvotes for directors if
(1) The corporation wasin existence prior to July 1, 1957, under a charter which does not grant theright of cumulative voting and at the time of the election the stock transferbook of such corporation discloses, or it otherwise appears, that there is atleast one stockholder who owns or controls more than one‑fourth of thevoting stock of such corporation (shares represented at a meeting by revocableproxy relating to that meeting or adjourned meetings thereof shall not bedeemed shares "controlled" within the meaning of this subsection), orif
(2) The corporation wasincorporated on or after July 1, 1957, and before July 1, 1990,
unless, when the stock transferbooks are closed or at the record date fixed to determine the shareholdersentitled to receive notice of and to vote at the meeting of shareholders, thecorporation is a public corporation as defined in G.S. 55‑1‑40(18a). This right to vote cumulatively may be denied or limited by amendment to thearticles of incorporation, but no such amendment shall be made when the numberof shares voting against the amendment would be sufficient to elect a directorby cumulative voting if such shares are entitled to be voted cumulatively for theelection of directors. (Rev., ss. 1183, 1184; 1907, c. 457, s. 1; 1909, c.827, s. 1; C.S., s. 1173; 1945, c. 635; G.S., s. 55‑110; 1951, c. 265, s.2; 1953, c. 722; 1955, c. 1371, s. 1; 1959, c. 768; c. 1316, s. 23; 1963, c.1065; 1969, c. 751, ss. 34, 35; 1985, c. 419; 1985 (Reg. Sess., 1986), c. 801,s. 45; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.11; 1991, c.645, ss. 16(b), 19.)