Title 14, Chapter 2, Section 728
( 14-2-728)
(a) 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. (b) Shareholders do not have a right to cumulate their votes for
directors unless the articles of incorporation so provide. (c) 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. (d) Shares otherwise entitled to vote cumulatively may not be voted
cumulatively at a particular meeting unless: (1) The meeting notice or proxy statement accompanying the notice
states that cumulative voting will be in effect; or (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. |