Cumulative voting + inspection rights Flashcards
What does cumulative voting apply to?
ONLY election of directors, not fundamental corporate changes
Purpose of cumulative voting
Protects shareholders’ right to elect directors
Must corporations permit cumulative voting?
NO, but may establish in articles
Cumulative voting calculation
Shareholders are given a number of votes representing NUMBER OF SHARES THEY OWN multiplied by NUMBER OF OPEN POSITIONS FOR VOTE
Can cumulative votes be spread?
YES, OR can put all on one position
When do shareholder inspection rights attach?
May inspect corporation’s RECORDS or PERSON
through AGENT
as long as shareholder STATES PROPER PURPOSE
Definition of shareholder proper purpose for inspection?
Related to shareholder’s FINANCIAL INTEREST in corporation
Improper purpose for shareholder inspection?
To harass corporate officers