355.296. Cumulative voting.
Cumulative voting.
355.296. 1. If the articles or bylaws provide forcumulative voting by members, members may so vote, by multiplyingthe number of votes the members are entitled to cast by thenumber of directors for whom they are entitled to vote, and castthe product for a single candidate or distribute the productamong two or more candidates.
2. Cumulative voting is not authorized at a particularmeeting unless:
(1) The meeting notice or statement accompanying the noticestates that cumulative voting will take place; or
(2) A member gives notice during the meeting and before thevote is taken of the member's intent to cumulate votes, and ifone member gives this notice all other members participating inthe election are entitled to cumulate their votes without givingfurther notice.
3. A director elected by cumulative voting may be removedby the members without cause if the requirements of section355.346 are met unless the votes cast against removal, or notconsenting in writing to such removal, would be sufficient toelect such director if voted cumulatively at an election at whichthe same total number of votes were cast, or, if such action istaken by written ballot, all memberships entitled to vote werevoted, and the entire number of directors authorized at the timeof the director's most recent election were then being elected.
4. Members may not cumulatively vote if the directors andmembers are identical.
(L. 1994 H.B. 1095)Effective 7-1-95