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(a) The articles of incorporation or bylaws shall determine members’ rights to vote. In the absence of provisions in the articles of incorporation or bylaws, a member may vote in person or by proxy executed in writing by the member or his/her duly authorized attorney-in-fact. No proxy shall be valid after fourteen (14) days from the date of its execution, unless otherwise provided in the proxy. Where the articles of incorporation or the bylaws so provide, voting on all matters including the election of directors or officers may be conducted by mail.

(b) The articles of incorporation or the bylaws may provide that in all elections for directors, every member entitled to vote shall have the right to cumulate his/her vote and give one candidate a number of votes equal to his/her vote multiplied by the number of directors to be elected or distribute such votes on the same principle among any number of such candidates.

(c) If a corporation has no members or if the members have no right to vote, the directors shall have exclusive voting power and shall have all of the authority and may take any action herein permitted by members. [Res. 2011-32; 2008 Code § 9.3.1.18]