(1) If the bylaws provide for cumulative voting for directors by the voting members, voting members may cumulatively vote, by:
(a) 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
(b) (i) casting the product for a single candidate; or
(ii) distributing the product among two or more candidates.
(2) Cumulative voting is not authorized at a particular meeting unless:
(a) the meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(b) (i) a voting member gives notice during the meeting and before the vote is taken of the voting member's intent to cumulate votes; and
(ii) 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.
(3) (a) Unless otherwise provided in the bylaws, in an election of multiple directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the board of directors.
(b) Unless otherwise provided in the bylaws, when only one director is being voted upon, the candidate having the highest number of votes cast in his or her favor is elected to the board of directors.
Amended by Chapter 127, 2001 General Session