2001 Minnesota Statutes

     322B.63 Cumulative voting for governors. 

    Subdivision 1.    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 
 322B.636, subdivision 5, 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. 2.    Modifications.  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. 

    HIST: 1992 c 517 art 2 s 72; 1999 c 85 art 2 s 64,96