§31D-7-728. Voting for Directors; Cumulative Voting
(a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) Each shareholder or designated voting group of shareholders holding shares having the right to vote for directors […]
§31D-7-729. Inspectors of Election
(a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association must, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of […]
§31D-7-730. Voting Trusts
§31D-7-730. Voting trusts. (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, including, but not limited to, anything consistent with its purpose, and transferring their shares to the trustee. When […]
§31D-7-731. Voting Agreements
(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section seven hundred thirty of this article. (b) A voting agreement created under this section is specifically […]
§31D-7-732. Shareholder Agreements
(a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it: (1) Eliminates the board of directors or restricts the discretion or powers of the board of […]
§31D-7-708. Conduct of the Meeting
(a) At each meeting of shareholders, a chair shall preside. The chair is to be appointed as provided in the bylaws or, in the absence of a provision in the bylaws, by the board of directors. (b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and […]
§31D-7-720. Shareholders' List for Meeting
§31D-7-720. Shareholders' list for meeting. (a) After fixing a record date for a meeting, a corporation must prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group and, within each voting group, by class or series of […]
§31D-7-721. Voting Entitlement of Shares
(a) Except as provided in subsections (b) and (d) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote. (b) Absent special circumstances, the shares of a corporation […]
§31D-7-722. Proxies
(a) Unless the articles of incorporation or bylaws provide otherwise, a shareholder may vote his or her shares in person or by proxy. (b) A shareholder or his or her agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission […]
§31D-7-723. Shares Held by Nominees
(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (b) The procedure may set forth: (1) The types of nominees to which […]