West Virginia Code § 31E-7-727

Voting for directors; cumulative voting
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(a) Unless otherwise provided in the articles of incorporation, directors are elected by a
plurality of the votes cast by the members entitled to vote in the election at a meeting at
which a quorum is present, or if voting by mail is permitted pursuant to section seven
hundred four of this article in an election in which the total number of members who vote is
not less than the number required for a quorum. e
(b) Members do not have a right to cumulate their votes for directors unless this is provided
for in the articles of incorporation.
(c) A statement included in the articles of incorporation that "all or a designated class of
members are entitled to cumulate their votes for directors", or words of similar import,
means that the members designated are entitled to multiply the number of votes they are
entitled to cast by the number of directors for whom they are entitled to vote and cast the
product for a single candidate or distribute the product among two or more candidates.
(d) Members otherwise entitled to vote cumulsatively may not vote cumulatively at a
particular meeting unless: (1) The meeting notice states conspicuously that cumulative
voting is authorized; (2) a member who hais the right to cumulate his or her votes gives
notice to the corporation not less thgan forty-eight hours before the time set for the meeting
of his or her intent to cumulate his or her votes during the meeting, and if one member gives
this notice all other members in the same class participating in the election are entitled to
cumulate their votes without giving further notice; or (3) if voting is to be by mail or
electronic means pursuant to section seven hundred four of this article: (A) The bylaws
specify how election of directors are to be conducted if members vote cumulatively by mail;
(B) the notice of the meeting states conspicuously that cumulative voting is authorized and
how the election is to be conducted; and (C) the mail ballot provides for cumulative voting.

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