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Cumulative Voting
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41 legal experts on game-changing laws, rules, and cases.
BCL SEC. 618
A cumulative-voting election permits voters in an election for more than one seat to put more than one vote on a preferred candidate. Those voters in the minority can concentrate votes and increase their chances of obtaining representation on the board.
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"Cumulative voting is designed so that a small group of shareholders, or one shareholder who has a large number of votes, can get representation on the board. In order for this type of voting to be legal, it needs to be in your certificate of incorporation. Because 100 shares can balloon to 500 votes, you should take steps to make sure that every shareholder knows the number of shares he or she can vote when they arrive at an annual meeting that will have a contested election."
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