(1) If the bylaws provide for cumulative voting for directors by the voting members, voting members may so vote, by multiplying the number of votes the voting 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.
(2) Cumulative voting is not authorized at a particular meeting unless:
The meeting notice or statement accompanying the notice states that cumulative voting will take place; or
A voting member gives notice during the meeting and before the vote is taken of thevoting member's intent to cumulate votes, and if one voting member gives this notice all other voting members participating in the election are entitled to cumulate their votes without giving further notice.
If cumulative voting is in effect, a director may not be removed if the number ofvotes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election for such director.
Members may not vote cumulatively if the directors and members are identical.
In an election of multiple directors, that number of candidates equaling the numberof directors to be elected, having the highest number of votes cast in favor of their election, are elected to the board of directors. When only one director is being voted upon, the affirmative vote of a majority of the members constituting a quorum at the meeting at which the election occurs shall be required for election to the board of directors.
Source: L. 97: Entire article added, p. 687, § 3, effective July 1, 1998.