Whether a holder may concentrate votes on one candidate in a director election, and the notice required to do so.
Cumulative Voting
Whether a holder may concentrate votes on one candidate in a director election, and the notice required to do so.
- Clause id:
cumulative-voting@1.0.0
- Activated by the
board-officers module
- Composes after:
## Article VI - Duration and Change (a document package may override this through its anchors map)
- Placeholders:
constituentNoun, constituentNounPlural
Item numbers in this clause are canonical: they open at 1.1 under the
clause's own heading and never assume a host document's numbering. A
consumer composing the clause renumbers it to continue the target
document.
Source: form follows the market-standard Delaware C-Corp startup formation set as produced by Stripe Atlas; the text is standard Delaware corporate practice under the general corporation law, not a third party's proprietary drafting, and no real party's data is shipped. Carried at the same provenance discipline as delaware-ccorp@1.0.0: no real party's data is shipped, and the slug carries no third-party trademark.
Licence: Apache-2.0
Do not hand-edit this directory. It is generated:
node scripts/import-entity-templates.mjs [path-to-model-factory]
Cumulative Voting
1.1 No person entitled to vote at an election for directors may cumulate votes to which such person is entitled unless required by applicable law at the time of such election.
1.2 During such time as applicable law requires cumulative voting, every Shareholder entitled to vote at an election for directors may cumulate such 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 that person's holding is otherwise entitled, or distribute those votes on the same principle among as many candidates as that person desires.
1.3 No Shareholder shall be entitled to cumulate votes unless the names of the candidates have been placed in nomination prior to the voting and that person has given notice at the meeting, prior to the voting, of the intention to cumulate votes. If any Shareholder has given proper notice to cumulate votes, all Shareholders may cumulate their votes for any candidates properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.
Cumulative Voting
----
**1.1** No person entitled to vote at an election for directors may cumulate votes to which such person is entitled unless required by applicable law at the time of such election.
**1.2** During such time as applicable law requires cumulative voting, every Shareholder entitled to vote at an election for directors may cumulate such 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 that person's holding is otherwise entitled, or distribute those votes on the same principle among as many candidates as that person desires.
**1.3** No Shareholder shall be entitled to cumulate votes unless the names of the candidates have been placed in nomination prior to the voting and that person has given notice at the meeting, prior to the voting, of the intention to cumulate votes. If any Shareholder has given proper notice to cumulate votes, all Shareholders may cumulate their votes for any candidates properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.
## Cumulative Voting
**1.1** No person entitled to vote at an election for directors may cumulate votes to which such person is entitled unless required by applicable law at the time of such election.
**1.2** During such time as applicable law requires cumulative voting, every {{constituentNoun}} entitled to vote at an election for directors may cumulate such 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 that person's holding is otherwise entitled, or distribute those votes on the same principle among as many candidates as that person desires.
**1.3** No {{constituentNoun}} shall be entitled to cumulate votes unless the names of the candidates have been placed in nomination prior to the voting and that person has given notice at the meeting, prior to the voting, of the intention to cumulate votes. If any {{constituentNoun}} has given proper notice to cumulate votes, all {{constituentNounPlural}} may cumulate their votes for any candidates properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.
{
"$class": "id.entity.render.clause.cumulativeVoting@1.0.0.CumulativeVotingClauseRender",
"constituentNoun": "Shareholder",
"constituentNounPlural": "Shareholders"
}
/*
* Render model fragment for cumulative-voting@1.0.0.
*
* NOT a canonical data model. It carries exactly the placeholders the
* TemplateMark body uses, so the clause renders independently of any
* document package.
*
* provenance:
* source: id.entity.ext.e7 (projection)
* licence: Apache-2.0
*/
namespace id.entity.render.clause.cumulativeVoting@1.0.0
import org.accordproject.runtime@0.2.0.{Request,Response} from https://models.accordproject.org/accordproject/runtime@0.2.0.cto
@template
concept CumulativeVotingClauseRender {
o String constituentNoun
o String constituentNounPlural
}