Cumulative voting for directors

(1) If the articles of incorporation or bylaws provide for cumulative voting by members, members may vote cumulatively by multiplying the number of votes the members are entitled to cast by the number of directors for whom the members are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates. (2) Cumulative voting is not authorized at a particular meeting unless: (a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or (b) A member gives notice during the meeting and before the vote is taken of the member’s intent to vote cumulatively, and if one member gives this notice all other members participating in the election may vote cumulatively without giving further notice. (3)(a) Except as provided in paragraph (b) of this subsection, members may, without cause, remove a director who was elected by cumulative voting if the members act in accordance with ORS 65.324. (b) A proposal to remove a director who was elected by cumulative voting fails if the number of votes that members cast against the proposal to remove the director, or that fail to consent in writing to the removal, would have been sufficient to elect the director under these circumstances: (A) The members had voted cumulatively at an election that occurred at the time the director was last elected; (B) All directors authorized to serve on the board of directors were subject to election at that time; and (C) If during the election: (i) The members had cast the same total number of votes; or (ii) All memberships entitled to vote were voted, if the election was by written ballot. (4) Members may not vote cumulatively if the directors and members are identical.