Sec. 33-712. Voting for directors. Cumulative voting.
Sec. 33-712. Voting for directors. Cumulative voting. (a) Unless otherwise provided in the certificate of incorporation, directors are 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) Shareholders do not have a right to cumulate their votes for directors unless the
certificate of incorporation so provides.
(c) A statement included in the certificate of incorporation that "all or a designated
voting group of shareholders are entitled to cumulate their votes for directors", or words
of similar import, means that the shareholders designated are entitled to multiply the
number of votes they 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.
(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively
at a particular meeting unless: (1) The meeting notice or proxy statement accompanying
the notice states conspicuously that cumulative voting is authorized; or (2) a shareholder
who has the right to cumulate his votes gives notice to the corporation not less than
forty-eight hours before the time set for the meeting of his intent to cumulate his votes
during the meeting, and if one shareholder gives this notice all other shareholders in the
same voting group participating in the election are entitled to cumulate their votes without giving further notice.
(P.A. 94-186, S. 71, 215; P.A. 96-271, S. 57, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of
incorporation where appearing, effective January 1, 1997.
Annotation to former section 33-42:
Provisions in certificate of incorporation permitting cumulative voting held illegal. Atty. Gen. Rep. 1909-1910, p. 40.