13.1-669 - Voting for directors; cumulative voting. - Virginia Statutes

§ 13.1-669. Voting for directors; cumulative voting.

A. Unless otherwise provided in the articles of incorporation or the bylaws,directors are elected by a plurality of the votes cast by the shares entitledto 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 directorsunless the articles of incorporation so provide.

C. A statement included in the articles of incorporation that "all of adesignated voting group of shareholders are entitled to cumulate their votesfor directors" or words of similar import means that the shareholdersdesignated are entitled to multiply the number of votes they are entitled tocast by the number of directors for whom they are entitled to vote and castthe product for a single candidate or distribute the product among two ormore candidates.

D. Shares otherwise entitled to vote cumulatively may not be votedcumulatively at a particular meeting unless:

1. The meeting notice or proxy statement accompanying the notice statesconspicuously that cumulative voting is authorized; or

2. A shareholder who has the right to cumulate his votes gives notice to thesecretary of the corporation not less than 48 hours before the time set forthe meeting of the shareholder's intent to cumulate his votes during themeeting. If one shareholder gives such a notice all other shareholders in thesame voting group participating in the election are entitled to cumulatetheir votes without giving further notice.

E. If a corporation's articles of incorporation authorize shareholders tocumulate their votes when electing directors, directors may not be elected bywritten consent pursuant to § 13.1-657 unless it is unanimous.

(Code 1950, §§ 13-193 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958, c. 564;1975, c. 500; 1984, c. 366; 1985, c. 522; 2005, c. 765; 2007, c. 165.)