[§414-149]  Voting for directors; cumulative
voting.  (a)  Unless otherwise provided in the articles of incorporation,
directors shall be 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)  If, not less than forty-eight hours prior
to the time fixed for any annual or special meeting, any shareholder or
shareholders deliver to any officer of the corporation, a request that the
election 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 represented
by proxy at the meeting shall have a number of votes equal to the number of
shares of capital stock owned by the shareholder multiplied by the number of
directors to be elected at the meeting;



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



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



The right to have directors elected by cumulative
voting as provided in this section shall exist notwithstanding that provision
therefor is not included in the articles of incorporation or bylaws, and this
right shall not be restricted or qualified by any provisions of the articles of
incorporation or bylaws; provided that this right may be restricted, qualified,
or eliminated by a provision of the articles of incorporation or bylaws of any
corporation having a class of equity securities registered pursuant to the
Securities Exchange Act of 1934, as amended, which are either listed on a
national securities exchange or traded over-the-counter on the National Market
of the National Association of Securities Dealers, Inc. Automated Quotation
System.  This section shall not prevent the filling of vacancies in the board
of directors, which vacancies may be filled in a manner that may be provided in
the articles of incorporation or bylaws. [L 2000, c 244, pt of §1]