2005 Idaho Code - 30-3-59 — CUMULATIVE VOTING FOR DIRECTORS

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-59.  CUMULATIVE VOTING FOR DIRECTORS. (1) If the articles or bylaws
specifically provide for cumulative voting by members, members may so vote, by
multiplying the number of votes the members 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 (2) or more candidates.
    (2)  Cumulative voting is not authorized at a particular meeting unless:
    (a)  The meeting notice or statement accompanying the notice states that
    cumulative voting will take place; or
    (b)  A member gives notice during the meeting and before the vote is taken
    of the member's intent to cumulate votes, and if one (1) member gives this
    notice all other members participating in the election are entitled to
    cumulate their votes without giving further notice.
    (3)  A director elected by cumulative voting may be removed by the members
without cause if the requirements of section 30-3-70, Idaho Code, are met
unless the votes cast against removal, or not consenting in writing to such
removal, would be sufficient to elect such director if voted cumulatively at
an election at which the same total number of votes were cast, or, if such
action is taken by written ballot, all memberships entitled to vote were
voted, and the entire number of directors authorized at the time of the
director's most recent election were then being elected.
    (4)  Members may not cumulatively vote if the directors and members are
identical.