322B.63 VOTING FOR GOVERNORS; CUMULATIVE VOTING.
Subdivision 1. Required vote.
Unless otherwise provided in the articles or a member control
agreement, governors are elected by a plurality of the voting power of the membership interests
present and entitled to vote on the election of governors at a meeting at which a quorum is present.
Subd. 2. Cumulative voting rights.
Unless the articles of organization or a member control
agreement provide that there is no cumulative voting, and except as provided in section
, each member entitled to vote for governors has the right to cumulate voting power
in the election of governors by giving written notice of intent to cumulate voting power to any
manager of the limited liability company before the meeting, or to the presiding manager at
the meeting at which the election is to occur at any time before the election of governors at
the meeting, in which case:
(1) the presiding manager at the meeting shall announce, before the election of governors,
that members shall cumulate their voting power; and
(2) each member shall cumulate that voting power either by casting for one candidate the
amount of voting power equal to the number of governors to be elected multiplied by the voting
power represented by the membership interests owned by that member, or by distributing all of
that voting power on the same principle among any number of candidates.
Subd. 3. Modifications of cumulative voting.
No amendment to the articles or bylaws that
has the effect of denying, limiting, or modifying the right to cumulative voting for members
provided in this section may be adopted if the votes of a proportion of the voting power sufficient
to elect a governor at an election of the entire board of governors under cumulative voting are
cast against the amendment.
History: 1992 c 517 art 2 s 72; 1999 c 85 art 2 s 64,96; 2004 c 199 art 14 s 46; 2006 c
250 art 2 s 18