SS · Business Corporations Act
Part 9 — Directors and Officers
107 Cumulative voting
(a) the articles shall require a fixed number and not a minimum
and maximum number of directors,
(b) each shareholder entitled to vote at an election of directors
has the right to cast a number of votes equal to the number
of votes attached to the shares held by the shareholder
multiplied by the number of directors to be elected, and the
shareholder may cast all those votes in favour of one
candidate or distribute them among the candidates in any
manner,
(c) a separate vote of sharehol ders shall be taken with respect to
each candidate nominated for director unless a resolution is
passed unanimously permitting 2 or more candidates to be
elected by a single resolution,
(d) if a shareholder votes for more than one candidate without
specifying the distribution of the shareholder's votes among
the candidates, the shareholder is deemed to have distributed
the votes equally among the candidates for whom the
shareholder voted,
RSA 2000
(e) if the number of candidate s nominated for director exceeds
the number of positions to be filled, the candidates who
receive the least number of votes shall be eliminated until
the number of candidates remaining equals the number of
positions to be filled,
(f) each director ceases to hold office at the close of the first
annual meeting of shareholders following the director's
election,
(g) a director may not be removed from office if the votes cas t
against the director's removal would be sufficient to elect
the director, and those votes could be voted cumulatively, at
an election at which the same total number of votes were
cast and the number of directors required by the articles
were then being elected, and
(h) the number of directors required by the articles may not b e
decreased if the votes cast against the motion to decrease
would be sufficient to elect a director, and those votes could
be voted cumulatively, at an election at which the same total
number of votes were cast and the number of directors
required by the articles were then being elected.
1981 cB-15 s102