§ 55A-7-25. Voting for directors; cumulative voting. - North Carolina Statutes

§55A‑7‑25.  Voting for directors; cumulative voting.

(a)        Unless otherwiseprovided in the articles of incorporation, the bylaws, or an agreement validunder G.S. 55A‑7‑30, directors are elected by a plurality of thevotes cast by the members entitled to vote in the election at a meeting atwhich a quorum is present.  If the articles of incorporation, bylaws, or anagreement valid under G.S. 55A‑7‑30 provides for cumulative votingby members, members may so vote, by multiplying the number of votes the membersare entitled to cast by the number of directors for whom they are entitled tovote, and casting the product for a single candidate or distributing theproduct among two or more candidates.

(b)        Members otherwiseentitled to vote cumulatively shall not vote cumulatively at a particularmeeting unless:

(1)        The meeting noticeor statement accompanying the notice states that cumulative voting will takeplace; or

(2)        A member or proxywho has the right to cumulate his votes announces in open meeting, before votingfor directors starts, his intention to vote cumulatively; and if suchannouncement is made, the chair shall declare that all persons entitled to votehave the right to vote cumulatively, shall announce the number of votesentitled to be cast, and shall grant a recess of not less than one hour normore than four hours, as the chair shall determine, or of such other period oftime as is unanimously then agreed upon.

(c)        A director electedby cumulative voting may be removed by the members without cause if therequirements of G.S. 55A‑8‑08 are met unless the votes cast againstremoval would be sufficient to elect such director if voted cumulatively at anelection at which the same total number of votes were cast and the entirenumber of directors elected at the time of the director's most recent electionwere then being elected. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s.35; 1993, c. 398, s. 1.)