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4-33-725. Cumulative voting for directors.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-725. Cumulative voting for directors.
(a) If the articles or bylaws provide for cumulative voting by members, members may so vote, 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 cast the product for a single candidate or distribute the product among two (2) or more candidates.
(b) Cumulative voting is not authorized at a particular meeting unless:
(1) the meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(2) a member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.
(c) A director elected by cumulative voting may be removed by the members without cause if the requirements of § 4-33-808 are met unless the votes cast against removal, or not consenting in writing in such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.
(d) Members may not cumulatively vote if the directors and members are identical.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-725
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-33-725
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: aeb653dc0ec6c579875fe1fbd876b198d53ef1651b97d72191031580a3b9ba02
Source location: content.xml paragraph 22848
Stored source content
4-33-725. Cumulative voting for directors.
(a) If the articles or bylaws provide for cumulative voting by members, members may so vote, 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 cast the product for a single candidate or distribute the product among two (2) or more candidates.
(b) Cumulative voting is not authorized at a particular meeting unless:
(1) the meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(2) a member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.
(c) A director elected by cumulative voting may be removed by the members without cause if the requirements of § 4-33-808 are met unless the votes cast against removal, or not consenting in writing in such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.
(d) Members may not cumulatively vote if the directors and members are identical.
Cross-references
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-808. Removal of directors elected by members or directors.
(a) The members may remove one (1) or more directors elected by them without cause.
(b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
(c) Except as provided in subsection (i) of this section, a director may be removed under subsection (a) of this section or (b) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.
(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
(f) In computing whether a director is protected from removal under subsections (b)-(d) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
(g) An entire board of directors may be removed under subsections (a)-(e) of this section.
(h) A director elected by the board may be removed without cause by the vote of a majority of the directors present at a meeting which is called for the purpose of rem
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-808
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-33-808. This identifies an authority to review, not proof of applicability.