2006 Code of Virginia § 13.1-852 - Voting for directors; cumulative voting

13.1-852. Voting for directors; cumulative voting.

A. Unless otherwise provided in the articles of incorporation, directors areelected by a plurality of the votes cast by the members entitled to vote inthe election at a meeting at which a quorum is present.

B. Members do not have a right to cumulate their votes for directors unlessthe articles of incorporation so provide.

C. A statement included in the articles of incorporation that "all of adesignated voting group of members are entitled to cumulate their votes fordirectors" (or words of similar import) means that the members designatedare entitled to multiply the number of votes they are entitled to cast by thenumber of directors for whom they are entitled to vote and cast the productfor a single candidate or distribute the product among two or more candidates.

D. Members otherwise entitled to vote cumulatively may not vote cumulativelyat a particular meeting unless:

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

2. A member who has the right to cumulate his votes gives notice to thesecretary of the corporation not less than forty-eight hours before the timeset for the meeting of his intent to cumulate his votes during the meeting.If one member gives this notice, all other members in the same voting groupparticipating in the election are entitled to cumulate their votes withoutgiving further notice.

(Code 1950, 13.1-221; 1956, c. 428; 1985, c. 522.)