§ 9415
197 words·~1 min read·
/ca/corporations-code/9415A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(a)If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate such member’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the member is entitled, or distribute the member’s votes on the same principle among as many candidates as the member thinks fit.
(b)No member shall be entitled to cumulate votes for a candidate or candidates unless such candidate’s name or candidates’ names have been placed in nomination prior to the voting and the member has given notice at the meeting prior to the voting of the member’s intention to cumulate votes. If any one member has given such notice, all members may cumulate their votes for candidates in nomination.
(c)In any election of directors, the candidates receiving the highest number of votes are elected, subject to any lawful provision specifying election by classes.
(d)Elections for directors need not be by ballot unless a member demands election by ballot at the meeting and before the voting begins or unless the bylaws so require.