Section 10.20.071. Voting; quorum.

   (a) 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 or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members.
   (b) 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 attorney-in-fact for the member.  A proxy is not valid after 11 months from the date of its execution, unless otherwise provided in the proxy.  If directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.
   (c) 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 to give one candidate a number of votes equal to the member'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.
   (d) If a corporation has no members or its members have no right to vote, the directors shall have sole voting power.
   (e) The articles of incorporation or the bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which constitute a quorum at a meeting of members.  In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which the quorum is present is necessary for adoption unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.

Notes

History

(Sec. 1 ch 99 SLA 1968)