§414D-114  Cumulative voting for directors. (a)  If the articles or bylaws provide for cumulative voting by members,members may so vote, by multiplying the number of votes the members areentitled 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 twoor more candidates.

(b)  Unless otherwise provided in the articlesor bylaws, cumulative voting shall not be permitted.  If authorized in thearticles or bylaws, cumulative voting may be permitted; provided that:

(1)  The meeting notice or statement accompanying thenotice states that cumulative voting shall take place;

(2)  A member gives notice of the member's intent tocumulatively vote not less than forty-eight hours before the meeting or suchlonger period as may be required by the articles or bylaws; and

(3)  If one member gives notice of intent tocumulatively vote, all other members participating in the election may cumulatetheir votes without giving further notice.

(c)  A director elected by cumulative votingmay be removed by the members without cause if the requirements of section414D-138 are met unless the votes cast against removal, or not consenting inwriting to the removal, would be sufficient to elect the director if votedcumulatively at an election at which the same total number of votes were cast(or, if the action is taken by written ballot, all memberships entitled to votewere voted) and the entire number of directors authorized at the time of thedirector's most recent election were then being elected.

(d)  Members may not cumulatively vote if thedirectors and members are identical. [L 2001, c 105, pt of §1; am L 2002, c130, §50]