2006 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 302A Business Corporations
Section 302A.215 VOTING FOR DIRECTORS; CUMULATIVE VOTING.

302A.215 VOTING FOR DIRECTORS; CUMULATIVE VOTING.
Subdivision 1. Required vote. Unless otherwise provided in the articles, directors are elected
by a plurality of the voting power of the shares present and entitled to vote on the election of
directors at a meeting at which a quorum is present.
Subd. 2. Cumulative voting rights. Unless the articles provide that there shall be no
cumulative voting, and except as provided in section 302A.223, subdivision 5, each shareholder
entitled to vote for directors has the right to cumulate those votes in the election of directors by
giving written notice of intent to cumulate those votes to any officer of the corporation before the
meeting, or to the presiding officer at the meeting at which the election is to occur at any time
before the election of directors at the meeting, in which case:
(a) The presiding officer at the meeting shall announce, before the election of directors, that
shareholders shall cumulate their votes; and
(b) Each shareholder shall cumulate those votes either by casting for one candidate the
number of votes equal to the number of directors to be elected multiplied by the number of votes
represented by the shares, or by distributing all of those votes on the same principle among
any number of candidates.
Subd. 3. Modifications of cumulative voting. No amendment to the articles or bylaws that
has the effect of denying, limiting, or modifying the right to cumulative voting for directors
provided in this section shall be adopted if the votes of a proportion of the voting power sufficient
to elect a director at an election of the entire board under cumulative voting are cast against
the amendment.
History: 1981 c 270 s 33; 1983 c 368 s 4; 2004 c 199 art 14 s 9