10-3720. Members’ list for meeting A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all of its members who are entitled to notice of the meeting. The list shall show the address and number of votes each member is entitled to vote at the […]
10-3721. Voting entitlement generally A. Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. A member is entitled to vote only on those matters expressly provided in the articles of incorporation or bylaws. B. Unless the articles of incorporation or […]
10-3722. Quorum requirements Unless chapters 24 through 40 of this title or the articles of incorporation provide for a higher or lower quorum the bylaws may provide the number or percentage of members entitled to vote, present or represented by proxy, or the number or percentage of votes entitled to be cast by members present […]
10-3723. Voting requirements Unless chapters 24 through 40 of this title provide otherwise, the articles of incorporation or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, for which affirmative votes also constitute a majority of the required quorum, is […]
10-3724. Proxies A. A member may vote the member’s votes in person or by proxy. B. Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form, either personally or by the member’s attorney-in-fact. C. […]
10-3725. Cumulative voting for directors A. If the articles of incorporation or bylaws provide for cumulative voting by members, members may cumulate their votes for directors, 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 casting the product for […]
10-3726. Other methods of electing directors A corporation may provide in its articles of incorporation or bylaws the process for election of directors by members or delegates by any of the following means: 1. On the basis of chapter or other organizational unit. 2. By region or other geographic unit. 3. By preferential voting. 4. […]
10-3727. Corporation’s acceptance of votes A. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member. B. If […]
10-720. Shareholders’ list for meeting A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all of its shareholders who are entitled to notice of a shareholders’ meeting. The list shall be arranged by voting group, and within each voting group by class or series […]
10-721. Voting entitlement of shares A. Except as provided in subsections B and C of this section or section 10-728 or 10-2725 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 […]
10-722. Proxies A. A shareholder may vote its shares in person or by proxy. B. A shareholder or the shareholder’s agent or attorney-in-fact appoints a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission must contain or be accompanied by information from […]
10-723. 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 […]
10-724. Corporation’s acceptance of votes A. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder. B. If […]
10-725. Quorum and voting requirements for voting groups A. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if the quorum of those shares exists with respect to that matter. Unless the articles of incorporation or chapters 1 through 17 of this title provide otherwise, […]
10-726. Action by single and multiple voting groups A. If the articles of incorporation or chapters 1 through 17 of this title provide for voting by a single voting group on a matter, action on that matter is taken when voted on by that voting group as provided in section 10-725. B. If the articles […]
10-727. Greater quorum or voting requirements A. The articles of incorporation may provide for a greater quorum or voting requirement for shareholders or voting groups of shareholders than is provided for by chapters 1 through 17 of this title. B. An amendment to the articles of incorporation that adds, changes or deletes a greater quorum […]
10-728. 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. At each election for directors, shareholders are entitled to cumulate their […]
