§415B-43 Voting. The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged, or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.

A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by the member's duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws or board of directors may provide that the elections may be conducted by mail.

The articles of incorporation or the bylaws may provide that in all elections for directors, every member entitled to vote shall have the right to cumulate the member's vote and give one candidate a number of votes equal to the candidate's vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of the candidates.

If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power. [L 1985, c 270, pt of §1; am L 1986, c 339, §67; am L 1987, c 135, §153]