15A:5-20. Elections of trustees; cumulative voting
a. Elections of trustees need not be by ballot unless a member demands election by ballot at the election and before the voting begins. If the bylaws require election by ballot at any meeting, the requirement is waived unless compliance therewith is requested by a member entitled to vote at the meeting. Where trustees are to be elected by members, the bylaws may provide that the elections may be conducted by mail.
b. At each election of trustees every member entitled to vote at the election shall have the right to cast the number of votes to which the membership entitles the member for as many persons as there are trustees to be elected and for whose election the member has a right to vote.
c. The certificate of incorporation or bylaws may provide that each member shall be entitled to as many votes as shall equal the number of votes to which he is entitled by law or under the provisions of the certificate of incorporation or bylaws multiplied by the number of trustees to be elected, and that he may cast all the votes for a single trustee, or may distribute them among the number to be elected or any two or more of them as he may see fit.
d. Except as otherwise provided by the certificate of incorporation or the bylaws, trustees shall be elected by a plurality of the votes cast at an election.
e. If a bylaw adopted by the members provides a fair and reasonable procedure for the nomination of candidates for any office (including election of a trustee), only candidates who have been duly nominated in accordance therewith shall be eligible for election.
L.1983, c. 127, s. 15A:5-20, eff. Oct. 1, 1983.
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Last modified: October 11, 2016