[§414-149]  Voting for directors; cumulativevoting.  (a)  Unless otherwise provided in the articles of incorporation,directors shall be elected by a plurality of the votes cast by the sharesentitled to vote in the election at a meeting at which a quorum is present.

(b)  If, not less than forty-eight hours priorto the time fixed for any annual or special meeting, any shareholder orshareholders deliver to any officer of the corporation, a request that theelection of directors to be elected at the meeting be by cumulative voting,then the directors to be elected at the meeting shall be chosen as follows:

(1)  Each shareholder present in person or representedby proxy at the meeting shall have a number of votes equal to the number ofshares of capital stock owned by the shareholder multiplied by the number ofdirectors to be elected at the meeting;

(2)  Each shareholder shall be entitled to cumulatethe votes of the shareholder and to give all of the votes to one nominee or todistribute the votes among any or all of the nominees; and

(3)  The nominees receiving the highest number ofvotes on the foregoing basis, up to the total number of directors to be electedat the meeting, shall be the successful nominees.

The right to have directors elected by cumulativevoting as provided in this section shall exist notwithstanding that provisiontherefor is not included in the articles of incorporation or bylaws, and thisright shall not be restricted or qualified by any provisions of the articles ofincorporation or bylaws; provided that this right may be restricted, qualified,or eliminated by a provision of the articles of incorporation or bylaws of anycorporation having a class of equity securities registered pursuant to theSecurities Exchange Act of 1934, as amended, which are either listed on anational securities exchange or traded over-the-counter on the National Marketof the National Association of Securities Dealers, Inc. Automated QuotationSystem.  This section shall not prevent the filling of vacancies in the boardof directors, which vacancies may be filled in a manner that may be provided inthe articles of incorporation or bylaws. [L 2000, c 244, pt of §1]