Corporate Director Election and Cumulative-Voting Requirements by State
How does an ordinary domestic private business corporation elect directors, including nomination, voting standard, cumulative voting, notice, classes, term, holdover, tie, and failed-election rules?
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What this survey covers
Electing a director is not the same as approving an ordinary shareholder proposal. The election may use a plurality rule, a majority rule, or another standard set by statute and the governing documents. Cumulative voting is a separate question: it lets a shareholder concentrate votes when several seats are open, but only when the applicable law and corporate records authorize it.
This survey follows the election from the statutory meeting or consent route through nomination, the eligible electorate, vote counting, cumulative-vote mechanics, terms, holdover, and the consequences of a tie or failed election. General meeting, proxy, quorum, and written-consent mechanics remain in the separate shareholder-procedure survey unless an election-specific rule changes the outcome.
The comparison axes
The table separates vote counting from cumulative voting. A corporation may use plurality voting while allowing cumulative votes, or use plurality voting while prohibiting cumulation unless its articles opt in. Class and series electorates can also choose particular directors under rules that do not apply to the rest of the board.
Terms and failure rules are separate again. Classification can stagger the board, while holdover language can keep an incumbent in office after a delayed or unsuccessful election. A statute may instead create a vacancy, require a new vote, or allow a shareholder or court to compel an election.
Why a state comparison matters
The table shows plurality as the dominant meeting standard, but not a universal one. Alaska and New Mexico apply a general represented-share majority rule without a separate director plurality formula in the surveyed provisions; Illinois and South Dakota state the allocation mechanics without supplying an ordinary winner formula. Several other states describe the winners as the candidates with the highest or greatest vote totals instead of using a generic shareholder-action rule.
Cumulative voting varies even more. Arizona, Nebraska, South Dakota, and West Virginia supply a statutory right without an ordinary articles opt-in; Hawaii activates an effectively nonwaivable private-company right on a holder's timely request. Alaska, California, Colorado, Illinois, Minnesota, Missouri, North Dakota, Ohio, Pennsylvania, and South Carolina use default-on structures with different opt-out, notice, or vintage details. Most remaining states require an articles or charter opt-in. The common activation alternative is conspicuous meeting-material disclosure or one holder's notice at least 48 hours before the meeting, but Alaska, Delaware, and Rhode Island state no separate trigger, Washington uses 72 hours, and North Carolina can require a one-to-four-hour meeting recess after an announcement.
Board terms form a separate comparison. Two- or three-group staggering is common, but Connecticut and Vermont permit as many as five groups, North Carolina and New York permit four, and Nevada instead requires at least one- fourth of directors to be elected annually. Arkansas, Hawaii, Rhode Island, and West Virginia require at least nine directors for their ordinary two- or three- group route; Texas uses that threshold when cumulative voting applies. Holdover until a successor qualifies is the prevailing failed-election consequence, while delayed-meeting court routes, special consent restrictions, and public-only or private-company vote-against bylaws vary independently.
Scope boundaries
This is a state-law procedure survey for ordinary domestic private business corporations. It does not prepare proxy materials, run a contested election, decide candidate eligibility, remove or replace a director, predict fiduciary liability, interpret a control agreement, or supply a transaction-specific class, appraisal, or approval vote. Public-company, exchange, broker, beneficial- owner, universal-proxy, nonprofit, professional, regulated, and disputed- election systems remain outside the ordinary comparison.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing law, entity, election, and scope | Annual, special, delayed, and court-ordered election route | Nomination, eligibility, advance notice, and ballot | Share voting, classes, series, and voting groups | Plurality, majority, votes-cast, and vote-against standard | Cumulative-voting default, notice, and allocation | Classified board, staggered term, and holdover | Tie, failed election, vacancy, and court relief | Public proxy, contest, removal, fiduciary, and transaction boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-24 | Alabama Business Corporation Law, Ala. Code Title 10A, Chapter 2A; ordinary domestic private business corporation, principally §§ 10A-2A-7.01 through 7.05, 10A-2A-7.21, 10A-2A-7.25, 10A-2A-7.28, 10A-2A-8.02 through 8.06, and 10A-2A-10.22 |
Annual meeting elects directors unless valid written consent does so; meeting-equivalent consent is default, but a cumulative election requires unanimity. Board/certificate/bylaw designees may call special meetings; stockholders have no default demand percentage. Court may order a meeting after the 12-month/15-month annual delay or an unmet valid special demand (§§ 10A-2A-7.01 through 7.04, 10A-2A-8.03(c)) |
Director must be a natural person at least 19; certificate/bylaw qualifications for directors or nominees must be reasonable and lawful and obey statutory timing protections. Alabama residence and stock ownership are unnecessary unless those records require them; no statutory write-in, slate, or ballot-listing rule is stated (§ 10A-2A-8.02) |
Default 1 vote per outstanding share regardless of class/series, subject to certificate variation and statutory exclusions. Certificate may give one or more classes or series all or specified seats; each such class/series combination is a separate election voting group (§§ 10A-2A-7.21, 10A-2A-8.04) |
Default plurality of votes cast by eligible stock at a meeting with quorum, subject to certificate variation. A qualifying § 10A-2A-10.22 bylaw may count for/against/abstain; a plurality winner with more against than for has a term ending on replacement or within 90 days. Bona fide contested elections do not use that bylaw route (§§ 10A-2A-7.28(a), 10A-2A-10.22) |
Certificate opt-in only. Votes multiply by eligible seats and may be concentrated or distributed. Cumulation at a meeting needs conspicuous meeting/proxy notice or a holder's notice at least 48 hours before the meeting; one notice activates the right for the whole voting group (§ 10A-2A-7.28(b)-(d)) |
Certificate may divide directors into 2 or 3 near-equal groups with corresponding 2- or 3-year successor terms. Otherwise terms end at the next annual meeting; absent certificate or § 10A-2A-10.22 variation, an expired- term director holds over until a successor qualifies or board size decreases (§§ 10A-2A-8.05 through 8.06) |
Plurality applies but no separate last-seat tie-breaker is stated. Ordinary holdover preserves continuity; a § 10A-2A-10.22 winner with more against than for instead exits on replacement or within 90 days. Court relief compels a delayed meeting and may tailor electorate, dates, notice, and quorum, but does not declare a vote-count result (§§ 10A-2A-7.03, 10A-2A-8.05(e), 10A-2A-10.22(a)(2)-(3)) |
Section 10A-2A-10.22's vote-against bylaw turns off for a bona fide contest with more candidates than seats at the statutory cutoff. Federal proxy and exchange systems, beneficial-owner mechanics beyond delayed-meeting standing, inspectors, removal, ordinary vacancy filling, fiduciary disputes, control arrangements, and transaction votes remain outside this routine private-company page (§§ 10A-2A-7.03(c), 10A-2A-7.29, 10A-2A-8.08 through 8.10, 10A-2A-10.22(b)) |
| Alaska verified 2026-08-24 | Alaska Corporations Code, Chapter 10.06; ordinary domestic for-profit corporation, subject to articles, bylaws, class/series rights, and separate shareholder agreements (Alaska Stat. §§ 10.06.230, .305, .424-.425, .990(13)) |
Directors elected at first and later annual meetings; board, chair, president, 10% holders, and document-authorized persons may call special meetings. Superior Court may order meeting after any 13-month gap; unanimous written consent is available unless documents prohibit (§§ 10.06.405, .423, .453) |
Bylaws may set qualifications and annual-election time; a board committee may not designate director candidates for proxy or other purposes (§§ 10.06.230(e)(4), .468(a)(3)) |
One vote per outstanding share unless articles provide otherwise; articles may give a class or series one or more director seats (§§ 10.06.420(a), .453(c)) |
General rule is majority of shares represented and entitled at a quorate meeting; surveyed director-election sections state no separate plurality formula. Code, articles, bylaws, or class vote may require more (§ 10.06.415(a)) |
Default unless articles opt out; owned shares × eligible seats, concentrated or distributed, with no separate notice trigger. Articles amendment cannot eliminate the right over votes sufficient to elect one cumulatively (§ 10.06.420(d)) |
With 3+ directors, articles may create 2 or 3 near-equal classes and matching 2- or 3-year successor terms; classification starts no earlier than first annual meeting and has cumulative-vote amendment protection. Director holds over until successor qualifies (§§ 10.06.453(e), .455) |
No express ordinary tie-breaker; incumbent holds over. Annual-meeting failure does not dissolve or invalidate action, and after any 13-month period a shareholder may seek a summary Superior Court meeting order (§§ 10.06.405(b), (d), .453(e)) |
Proxy-solicitation, beneficial-owner, contested-election, removal, vacancy, fiduciary, shareholder-agreement, and transaction rules remain separate; classification and cumulative voting have removal/amendment protections (§§ 10.06.420(d), .455) |
| Arizona verified 2026-08-24 | Arizona Business Corporation Act, ordinary domestic private business corporation; articles, bylaws, class or series rights, director qualifications, board classification, and issuing-public-corporation status can change parts of the answer (A.R.S. §§ 10-701, 10-703–704, 10-721, 10-728, 10-802–806) |
Directors are elected at the first and later annual meetings unless terms are staggered; an election without a meeting requires every shareholder's written consent. An annual-meeting participant may seek a court order after the earlier of 3 months past the bylaw date or 15 months after the last annual meeting; a valid special-demand signer has a separate enforcement route (§§ 10-701, 10-703–704, 10-803) |
Articles or bylaws may prescribe qualifications; Arizona residence and share ownership are unnecessary unless those records require them. The surveyed election provisions state no general nomination, candidate- consent, advance-notice, write-in, slate, or ballot rule (§§ 10-802–806, 10-728) |
Default one vote per outstanding share regardless of class, subject to statutory exclusions, cumulative voting, and articles variation. Articles may let one or more classes or series elect all or specified directors; each electing combination is a separate voting group (§§ 10-721, 10-804) |
Default plurality of votes cast by eligible shares at a meeting with quorum; the articles may provide another standard. The ordinary voting- group votes-for-exceed-votes-against rule does not govern director elections (§ 10-728(A)) |
Statutory right at each election: eligible votes × directors the shareholder may vote for, concentrated on one candidate or distributed among two or more. Unlike the plurality subsection, § 10-728(B) states no articles or bylaw opt-out and imposes no separate cumulative-voting notice trigger |
Articles may create 2, 3, or—if consistent with cumulative rights—more nearly equal groups, each with at least 3 directors, serving corresponding staggered terms. Ordinary terms end at the next annual meeting, but the director holds over until a successor qualifies, resignation, removal, or a board-size decrease (§§ 10-805–806) |
No express tie-breaker or election-created vacancy appears in the surveyed provisions. Plurality or the articles' alternative, default holdover, and the overdue-election court route control; the court may set the meeting, electorate, record date, notice, and quorum (§§ 10-703, 10-728, 10-805(E)) |
Issuing-public-corporation rules, federal proxy and exchange systems, beneficial owners, contested-election litigation, inspectors, removal, ordinary vacancy filling, fiduciary disputes, and transaction votes remain outside this routine private-company election page |
| Arkansas verified 2026-08-24 | Arkansas Business Corporation Act of 1987; applies to post-1987 domestic corporations and earlier for-profit corporations that irrevocably elect in, while non-electing earlier corporations remain under pre-existing law (Ark. Code §§ 4-27-1701, 4-27-1706) |
Annual meeting plus general meeting-equivalent written consent; board, articles/bylaws caller, or 10% vote holders may demand special meeting; shareholder court route after earlier of six months after fiscal year-end or 15 months after last annual meeting, or after 30-day demand-notice failure (Ark. Code §§ 4-27-701 to -704, -803(d)) |
Board has one or more individuals; articles/bylaws may prescribe director qualifications, including residence or share ownership; no general statutory nomination, candidate-consent, advance-notice, ballot, or write-in rule (Ark. Code §§ 4-27-802 to -803) |
One vote per outstanding share regardless of class unless articles vary; articles may assign all or specified seats to one or more classes, each a separate voting group for those seats (Ark. Code §§ 4-27-721, -804) |
Plurality of votes cast by entitled shares at meeting with quorum unless articles vary; general written-consent route requires at least the votes needed at an all-shares meeting; no statutory vote-against regime (Ark. Code §§ 4-27-704(a), -728(a)) |
Articles opt-in; votes multiply by eligible seats and may be concentrated or distributed; use at meeting requires conspicuous meeting notice/proxy statement or shareholder notice at least 48 hours before meeting, opening cumulation to that voting group (Ark. Code § 4-27-728) |
With at least nine directors, articles may create two or three near-equal groups with corresponding two- or three-year successor terms; ordinary term otherwise ends next annual meeting, with holdover until successor qualifies or board size decreases (Ark. Code §§ 4-27-805 to -806) |
No express ordinary tie-breaker; plurality and holdover govern. Missed bylaw-date annual meeting does not invalidate corporate action; court may order delayed annual or demanded special meeting and set electorate, notice, record date, quorum, and related terms (Ark. Code §§ 4-27-701(c), -703, -805(e)) |
Chapter 27 election provisions are not a complete federal proxy, beneficial- owner, broker, contested-election, removal, vacancy, fiduciary, control, or transaction-specific regime; those matters and pre-1988 non-electing corporations remain outside this ordinary Act-27 answer (Ark. Code §§ 4-27-728, 4-27-1701) |
| California verified 2026-08-24 | California General Corporation Law, ordinary domestic private stock- corporation director elections; articles, bylaws, class rights, and separate listed-corporation rules can change parts of the answer (Cal. Corp. Code §§ 212, 301, 301.5, 600, 603, 700, 708-709) |
Directors elected at the annual meeting; unanimous written consent may elect them without a meeting. After 60 days past a fixed annual date, or 15 months without one, any shareholder may seek a court-ordered meeting (§§ 600(b)-(c), 603(d)) |
Bylaws may set director qualifications and annual-election timing; cumulative candidates must be nominated before voting; ballot required only if bylaws require it or a shareholder demands it before voting (§§ 212(b)(4), 708(b), (e)) |
One vote per outstanding share unless articles provide otherwise; articles may give a class or series the right to elect one or more directors (§§ 700(a), 301(a)) |
Highest affirmative vote totals fill the available seats; votes against and withheld have no legal effect. A separate listed-corporation route may adopt shareholder approval for uncontested elections (§§ 708(c), 708.5) |
Default for ordinary private stock corporations: shares' normal votes × seats to be elected, allocated among nominees as desired; nomination plus one shareholder's pre-vote meeting notice opens cumulation to all (§ 708(a)-(b)) |
Ordinary private directors serve until the next annual meeting and until successors qualify; the two- or three-class statutory route is for listed corporations, not the ordinary private-company rule (§§ 301, 301.5) |
Holdover protects continuity; on a challenged election, superior court may determine who holds office, order a new election or appointment, and resolve voting rights or agreements (§§ 301(b), 709) |
Listed-company majority voting and classification, federal proxy and exchange rules, beneficial-owner systems, inspectors, contested-election merits, removal, ordinary vacancies, fiduciary duties, and transaction votes are separate (§§ 301.5, 708.5, 709) |
| Colorado verified 2026-08-24 | Colorado Business Corporation Act, C.R.S. §§ 7-101-101 through 7-117-105; ordinary domestic private business corporation, principally §§ 7-102-102, 7-107-101 through -105, 7-107-202, 7-107-206, 7-107-209, and 7-108-102 through -106 |
Directors are elected annually unless staggered. Board/bylaw callers and holders of at least 10% of eligible votes may call or demand a special meeting; district court may order a meeting after the 6-month/15-month annual delay or a defective special-meeting response. Consent is unanimous by default; articles may authorize meeting-equivalent consent, but a cumulative election requires unanimity (§§ 7-107-101 through -104, 7-108-103(3)) |
Director must be an individual at least 18; Colorado residence and share ownership are unnecessary unless bylaws require them, and bylaws may set other qualifications. The surveyed provisions state no general nomination, candidate-consent, advance-notice, write-in, slate, or ballot-listing rule (§ 7-108-102) |
Default 1 vote per outstanding share and corresponding vote per fractional share, subject to articles variation and statutory exclusions. Articles may assign all or specified seats to one or more classes or series, each a separate election voting group (§§ 7-107-202, 7-108-104) |
The number of candidates equal to available seats who receive the highest favorable-vote totals are elected. The general votes-for-exceed-votes- against rule excludes director elections; no election-specific legal effect is assigned to an against vote (§§ 7-107-206(3), (5), 7-107-209(4)) |
Post-1958 corporation: cumulative voting is mandatory unless articles opt out. Pre-1959 corporation: articles must state whether cumulation is allowed. Votes multiply by eligible seats and may be concentrated or distributed; articles may condition exercise on conspicuous meeting/proxy notice or a holder's notice at least 48 hours before the meeting (§§ 7-102-102(3), 7-107-209(1)-(3)) |
Articles may divide directors into 2 or 3 near-equal groups with corresponding 2- or 3-year successor terms. Otherwise terms expire at the next annual meeting; an expired-term director holds over until a successor is elected and qualifies (§§ 7-108-105 through -106) |
Highest favorable-vote totals fill the stated number of seats, but the Act states no separate last-seat tie-breaker. Incumbents hold over until successors are elected and qualify; district-court relief compels a delayed meeting rather than declaring the election result (§§ 7-107-103, 7-107-209(4), 7-108-105(5)) |
Federal proxy and exchange systems, beneficial-owner and nominee mechanics, contested-election litigation, removal, ordinary vacancy filling, fiduciary disputes, control arrangements, and transaction votes remain outside this routine private-company page (§§ 7-107-203 through -205, 7-108-108 through -110) |
| Connecticut verified 2026-08-24 | Connecticut Business Corporation Act, Conn. Gen. Stat. §§ 33-600 to 33-998; ordinary domestic stock corporation director election, subject to its certificate and bylaws (§§ 33-600, 33-602(6), 33-695 to 33-712, 33-735 to 33-740) |
First and later annual meetings unless staggered; unanimous consent by default or certificate-authorized meeting-equivalent consent, but cumulative election always requires unanimity; board, authorized caller, or default 10% vote holders may trigger special meeting; court route after six-month/ fifteen-month annual delay or unperformed demand (Conn. Gen. Stat. §§ 33-695 to 33-698, 33-737(c)) |
Certificate/bylaws may set lawful, reasonable director or nominee qualifications; duty-limiting opinion/action tests barred except specified sanction/removal criteria; nomination qualifications apply only if adopted before nomination, and midterm qualifications wait until term end; no general statutory nomination, ballot, or advance-notice procedure (Conn. Gen. Stat. § 33-736) |
One vote per outstanding share by default, subject to certificate and statutory exceptions; certificate may assign all or specified seats to one or more classes, each a separate voting group for its seats (Conn. Gen. Stat. §§ 33-705(a), 33-738) |
Plurality of votes cast by shares entitled to vote at a meeting with quorum, unless certificate varies it; special vote-against bylaw exists only for a qualifying public corporation, not the ordinary private company (Conn. Gen. Stat. §§ 33-712(a), 33-809) |
Certificate opt-in; eligible votes multiply by eligible seats and may be concentrated or distributed; meeting notice/proxy statement must state authority conspicuously or a holder must notify corporation at least 48 hours before meeting, after which the whole voting group may cumulate (Conn. Gen. Stat. § 33-712(b)-(d)) |
Certificate may create up to five approximately equal groups with matching two- through five-year successor terms; ordinary annual term otherwise; certificate and public-only vote-against exception may alter holdover, which otherwise continues until successor qualifies or board size decreases (Conn. Gen. Stat. §§ 33-739 to 33-740) |
No express ordinary tie-breaker; plurality governs and incumbent ordinarily holds over. Superior court may order delayed annual or demanded special meeting and set electorate, dates, notice, and quorum; missed annual date does not invalidate corporate action (Conn. Gen. Stat. §§ 33-695(c), 33-697, 33-739(e)) |
Public-only vote-against bylaw and mandatory inspector rules are separate; federal proxy, beneficial-owner, contested-election, removal, ordinary vacancy, fiduciary, control, and transaction-specific issues remain outside this private-company survey (Conn. Gen. Stat. §§ 33-713, 33-809) |
| Delaware verified 2026-08-24 | Delaware General Corporation Law, Title 8, Chapter 1; ordinary domestic private stock-corporation elections, subject to the certificate, bylaws, class/series rights, and separate proxy and contest rules (8 Del. C. §§ 101, 109, 141, 211-228) |
Annual meeting unless permitted consent substitutes; less-than-unanimous consent works only when every annual-meeting directorship is vacant and filled. Chancery route after 30 days past a fixed date or 13 months if none; no-director special/court route also exists (§§ 211(b)-(c), 223(a), 228) |
Certificate/bylaws may set director qualifications; bylaws may create stockholder-nominee proxy-inclusion procedures and lawful conditions (§§ 109(b), 112, 141(b)) |
One vote per share unless the certificate provides otherwise; certificate may give a class or series one or more director seats, distinct terms, and different director voting powers (§§ 141(d), 212(a)) |
Default plurality of votes of shares present or represented and entitled to vote; certificate/bylaws may specify another standard, a stockholder-adopted election-vote bylaw is board-protected, and a resignation may hinge on a specified reelection vote (§§ 141(b), 216) |
No right unless certificate opts in for all or specified elections; normal votes × seats elected by that holder, concentrated on one candidate or distributed. Section 214 states no separate advance-notice trigger (§ 214) |
Certificate, initial bylaw, or stockholder-adopted bylaw may create 1, 2, or 3 classes with staggered expirations; class/series seats may have different terms. Directors hold over until successors qualify (§ 141(b), (d)) |
Incumbent holdover; failed election does not invalidate acts or dissolve. Chancery may order a delayed or new election, decide office/voting rights, appoint a custodian after stockholder division prevents succession, or appoint a magistrate to run the election (§§ 141(b), 211(c), 225-227) |
Bylaw proxy-inclusion under § 112, contested-office proceedings under § 225, ordinary vacancies under § 223, federal proxy/solicitation, exchange, beneficial-owner, removal, fiduciary, control, and transaction rules remain separate from the ordinary private-company election answer |
| District of Columbia verified 2026-08-24 | Business Corporation Act of 2010, D.C. Code Title 29, Chapter 3; ordinary domestic private business-corporation election, subject to articles, bylaws, class rights, and qualifying shareholder agreements (§§ 29-301.01, -302.06, -305.42) |
Annual election unless permitted consent substitutes; cumulative-voting election requires unanimous consent. Board/document callers or generally 10% holders may call special meeting; Superior Court route after earlier of 6 months post-fiscal year or 15 months since last annual meeting (§§ 29-305.01-.04, -306.03) |
Articles/bylaws may set qualifications; no residency or shareholder status unless they require it. Surveyed chapter states no general private-company nomination deadline or prescribed ballot (§§ 29-302.06, -306.02) |
One vote per outstanding share unless articles or statutory exceptions provide otherwise; articles may give classes specified director seats as separate election voting groups (§§ 29-305.21, -306.04) |
Default plurality of votes cast by entitled shares at a quorate meeting; articles may alter the standard. Separate vote-against bylaw regime applies only to a public corporation (§§ 29-305.28(a), -308.22) |
Articles-only opt-in; votes equal normal votes × eligible seats, concentrated or distributed. Meeting notice/proxy must conspicuously disclose cumulation, or one eligible holder must notify corporation at least 48 hours before meeting, enabling the whole voting group (§ 29-305.28) |
Articles may create 2 or 3 near-equal groups with later 2- or 3-year terms; current text gives an unusual initial schedule. Default holdover until successor qualifies or board size decreases (§§ 29-306.05-.06) |
No express ordinary tie-breaker; default holdover continues incumbent. Missed annual meeting does not invalidate action; qualifying shareholder may seek summary Superior Court meeting order (§§ 29-305.01, -305.03, -306.05(e)) |
Public-company vote-against bylaw, proxy/solicitation, beneficial-owner, inspector, contested-election, removal, vacancy, fiduciary, shareholder- agreement, and transaction rules remain separate (§§ 29-305.22-.24, -305.29, -305.42, -306.08-.10, -308.22) |
| Florida verified 2026-08-24 | Florida Business Corporation Act, ordinary domestic private for-profit corporation; articles, bylaws, voting-group rights, cumulative-voting choice, and § 607.1023 election bylaw can change the answer (Fla. Stat. §§ 607.0701-.0704, .0721, .0728-.0729, .0802, .0804-.0806, .1023) |
Annual meeting elects directors unless written consent substitutes; any voting shareholder may seek court-ordered annual meeting after 15 months without meeting or effective consent. Ordinary consent uses meeting- equivalent threshold, but cumulative-voting elections require unanimity (§§ 607.0701, .0703-.0704) |
Natural person age 18+; no residence/shareholder requirement unless articles or bylaws add it. Timely nominee qualifications bind; no general nomination or ballot form in surveyed private-company provisions, though inspectors may validate ballots and § 607.1023 recognizes advance-notice provisions (§§ 607.0729, .0802, .1023) |
One vote per outstanding share unless articles or Act provide otherwise; articles may let a voting group elect one or more directors with stated terms and voting powers (§§ 607.0721(1), .0804) |
Plurality default; articles may provide otherwise. A § 607.1023 bylaw keeps plurality but ends an elected nominee's term within 90 days when votes against exceed votes for; route unavailable with cumulative voting or another altered § 607.0728 standard (§§ 607.0728(1), .1023) |
No right unless articles opt in; authorized holders multiply votes entitled by directors they may elect and allocate the product to one or more candidates (§ 607.0728(2)-(3)) |
Annual terms with holdover until successor qualifies; articles may shorten a failed nominee's term, and § 607.1023 may cap it at 90 days. Articles, initial bylaws, or shareholder-adopted bylaw may create two or three near-equal staggered groups (§§ 607.0805-.0806, .1023) |
No express tie-breaker in surveyed chapter; holdover ordinarily continues. Under § 607.1023, more against than for ends term within 90 days; inspectors' legal rulings receive de novo court review, and court may order a delayed meeting (§§ 607.0703, .0729(5), .0805, .1023) |
Exchange Act inspector and voting-bylaw provisions, federal proxy rules, contested-election merits, removal, ordinary vacancies, fiduciary disputes, shareholder agreements, and transaction-specific votes remain separate |
| Georgia verified 2026-08-24 | Georgia Business Corporation Code, ordinary domestic private for-profit corporation; articles, bylaws, class or series rights, cumulative-voting language, and public-company status can change parts of the answer (O.C.G.A. §§ 14-2-701, 14-2-721, 14-2-728, 14-2-802–806) |
After initial selection, directors are elected at each annual meeting unless terms are staggered. The corporation must hold an annual meeting; omission does not invalidate corporate action. Any shareholder may seek a superior- court-ordered meeting after the earlier of 6 months after fiscal-year end or 15 months after the last annual meeting. Written consent is available, but a cumulatively voted director election requires unanimous consent (§§ 14-2-701, 14-2-703–704, 14-2-803(d)) |
Director must be a natural person age 18+; Georgia residence and share ownership are unnecessary unless the articles require them, and articles or bylaws may add qualifications. The surveyed corporation sections state no general nomination, advance-notice, candidate-consent, write-in, slate, or ballot rule (§ 14-2-802) |
Default one vote per outstanding share on each matter, subject to article variation and the statute's pre-July-1-1989 preferred-share branch. Articles may give one or more classes or series the separate right to elect all or specified directors; each is a separate voting group (§§ 14-2-721, 14-2-804) |
Default plurality of votes cast by shares entitled to vote, with meeting action conditioned on quorum. Articles may provide another standard; a board-adopted higher-vote bylaw route is limited to nationally listed or regularly traded corporations (§§ 14-2-725, 14-2-728(a)) |
Articles opt-in only. Eligible shareholders multiply votes by directors they may elect and concentrate or distribute the product. At a meeting, the notice or accompanying proxy statement must say cumulation will be in effect, or one eligible shareholder must notify the corporation at least 48 hours beforehand; that notice opens cumulation to the same voting group. Cumulative elections by consent require unanimity (§§ 14-2-704(c), 14-2-728(b)–(d)) |
Ordinary terms end at the next annual meeting; the director holds over until a successor is elected and qualifies or board size decreases. Articles or a shareholder-adopted bylaw may create 2 or 3 groups with 2- or 3-year terms; the current statute states no near-equal-size requirement (§§ 14-2-805–806) |
No express tie-breaker or election-specific vacancy rule appears in the surveyed sections. The plurality rule controls the count, incumbents hold over until successors qualify, and a shareholder may use § 14-2-703 to compel an overdue annual meeting; the court-order provision does not itself choose winners (§§ 14-2-703, 14-2-728(a), 14-2-805(e)) |
The public-company higher-vote bylaw exception, federal proxy and exchange systems, beneficial owners, contested-election litigation, inspectors, removal, ordinary vacancy filling, fiduciary disputes, and transaction votes remain outside this routine private-company election page (§ 14-2-728(a)(2)) |
| Hawaii verified 2026-08-24 | Hawaii Business Corporation Act, Haw. Rev. Stat. ch. 414; ordinary domestic private for-profit corporation, subject to articles, bylaws, class rights, unanimous shareholder agreements, and public or regulated-company rules |
Directors elected at first and later annual meetings unless terms are staggered; unanimous written consent is ordinary no-meeting route, subject to qualifying unanimous shareholder agreement. Entitled shareholder may seek court-ordered meeting after earlier of 6 months after fiscal-year end or 15 months after last annual meeting; late meeting does not invalidate action (§§ 414-121, -123 to -124, -163, -193) |
Articles/bylaws may prescribe director qualifications; residence and share ownership not required unless prescribed. Surveyed chapter states no general nominee-consent, advance-notice, ballot, proxy-access, or write-in rule for ordinary private corporation (§ 414-192) |
One vote per outstanding share unless articles vary, subject to controlled- corporation and redeemed-share exceptions; articles may let one or more classes elect specified directors as a separate voting group (§§ 414-142, -194) |
Default plurality of votes cast by entitled shares at quorate meeting; under triggered cumulation, highest vote totals fill available seats. Surveyed chapter states no separate statutory majority or vote-against regime (§§ 414-146, -149) |
Holder request to any officer at least 48 hours before annual/special meeting activates cumulation; shares multiply by seats, votes concentrate or distribute, and highest totals win. Private-corporation articles/bylaws cannot restrict; qualifying Exchange Act listed/Nasdaq corporation may (§ 414-149) |
Only with 9+ directors: articles may create 2 or 3 near-equal groups with matching 2- or 3-year successor terms; ordinary term ends at next annual election and incumbent holds over until successor qualifies or board size decreases (§§ 414-195 to -196) |
No express last-seat tie-breaker; highest totals fill available seats and incumbent holds over if no successor qualifies. Delayed-meeting court route allows court-set electorate, record date, notice, quorum, remote format, and other necessary orders (§§ 414-123, -149, -195) |
Public-company articles/bylaws may restrict or eliminate cumulation; private documents may not. Federal proxy/solicitation, broker/beneficial-owner, contested-result litigation, removal, vacancy, fiduciary, control, appraisal, and transaction rules remain separate (§§ 414-149(b), -198 to -200) |
| Idaho verified 2026-08-24 | Idaho Business Corporation Act, Idaho Code §§ 30-29-101 to -1704; ordinary domestic private for-profit corporation, subject to articles, bylaws, class/series rights, shareholder agreements, and public or regulated-company rules |
Directors elected at first and later annual meetings unless written consent substitutes or terms are staggered; any shareholder may seek court-ordered meeting after earlier of 6 months after fiscal-year end or 15 months after last annual meeting. Consent defaults unanimous; articles may allow meeting- equivalent threshold, but cumulative-vote election remains unanimous (§§ 30-29-701, -703 to -704, -803) |
Articles/bylaws may set reasonable lawful director or nominee qualifications with anti-retroactivity limits; opinion/conduct-based restrictions impairing director duties are barred, subject to specified-sanction exceptions. Bylaws may create shareholder proxy-access procedures; no universal nomination deadline, ballot, or write-in rule in cited sections (§§ 30-29-206, -802, -1022(b)) |
One vote per outstanding share unless articles vary, subject to treasury, controlled-share, redemption, and fiduciary exceptions; articles may let one or more classes or series elect specified directors as a separate voting group (§§ 30-29-721, -804) |
Default plurality of votes cast by entitled shares at quorate meeting; articles may vary. If articles do not bar it, alter plurality, or authorize cumulation, § 30-29-1022 bylaw may allow for/against voting while retaining plurality and ending an elected nominee's term after more against than for |
Articles opt-in; entitled votes multiply by eligible seats and may be concentrated or distributed. At meeting, use also requires conspicuous meeting/proxy notice or one holder's notice at least 48 hours beforehand, which opens cumulation to the voting group (§ 30-29-728) |
Articles may create 2 or 3 near-equal groups with matching 2- or 3-year successor terms; ordinary term ends at next annual election and incumbent holds over until successor qualifies, subject to articles or § 30-29-1022 bylaw exception (§§ 30-29-805 to -806) |
No general statutory tie-breaker in cited election sections; ordinary holdover applies. Under § 30-29-1022, elected nominee receiving more against than for serves only until replacement or 90 days; delayed-meeting court route remains, and 2 consecutive annual-date deadlock may support private- corporation dissolution proceedings (§§ 30-29-703, -805, -1022, -1430) |
Exchange Act-registered corporation must appoint inspectors; private corporation may. State proxy-access and election bylaws are covered, but federal proxy/solicitation, broker/beneficial-owner, removal, ordinary vacancy, fiduciary, control, appraisal, and transaction rules remain separate (§§ 30-29-206, -729, -808 to -810) |
| Illinois verified 2026-08-24 | Illinois Business Corporation Act of 1983, ordinary domestic private corporation; articles, bylaws, class or series rights, Article 2A close- corporation rules, and non-BCA systems can change the result (805 ILCS 5/7.05-.40, 8.05-.10) |
Annual meeting at bylaw-set time on 10-60 days' notice; president, board, 20% holders, or authorized persons may call a special meeting. Consent may replace a meeting; after timed annual-meeting failures a voting shareholder may seek a circuit-court order (§§ 7.05, 7.10, 7.15) |
Articles or bylaws may prescribe qualifications; director need not be an Illinois resident or shareholder unless they do. Current BCA Articles 7-8 state no general private-company nomination, advance-notice, candidate- consent, write-in, or ballot rule (§ 8.05(b)) |
One vote per outstanding share regardless of class unless articles limit, deny, or create special class/series voting; articles may give one or more classes or series all or specified board seats (§§ 7.40(a)-(d), 8.10(f)) |
No separate plurality, majority, votes-cast, or vote-against winner formula appears in current BCA Articles 7-8; § 7.40 states direct and cumulative vote allocation but not which totals elect a candidate |
Default: shares × directors being elected, all on one candidate or divided; articles may limit or eliminate cumulation. Since January 1, 2026, any corporation regardless of formation date may amend its articles; no separate cumulation notice appears (§ 7.40(a)-(c); P.A. 104-104) |
Ordinary term ends at next annual meeting; director continues until the next shareholder meeting electing directors. A board of 6+ may use 2 or 3 near- equal classes in articles or bylaws, with matching 2- or 3-year cycles (§ 8.10(c)-(e)) |
No express tie or failed-election vacancy rule in current Articles 7-8; limited holdover continues to the next election meeting. Circuit court may order a delayed annual meeting; § 8.30 separately governs actual vacancies (§§ 7.05, 8.10(d), 8.30) |
Article 2A close corporations, public-company proxy and exchange systems, beneficial owners, inspectors, removal and ordinary vacancies, fiduciary disputes, and transaction votes remain outside this ordinary private- company election page (§§ 7.35, 8.05(a), 8.30, 8.35) |
| Indiana verified 2026-08-24 | Indiana Business Corporation Law, IC 23-1; ordinary domestic for-profit corporation. A corporation with 50 or fewer shareholders may use its articles to dispense with or limit the board and identify substitute decision makers (§§ 23-1-20-5, 23-1-33-1) |
Directors are elected at the first and later annual meetings unless terms are staggered. Permitted written consent may substitute, but articles- authorized cumulation requires unanimous consent; an eligible shareholder may seek a court-ordered annual meeting after the earlier of 6 months after fiscal-year end or 15 months after the last annual meeting (§§ 23-1-29-1, -3; 23-1-33-3) |
Articles or bylaws may prescribe qualifications; Indiana residence and share ownership are unnecessary unless those records require them. The surveyed chapters state no general nomination, candidate-consent, advance-notice, write-in, slate, or ballot rule (§ 23-1-33-2) |
Default 1 vote per outstanding share regardless of class, subject to statutory exclusions and articles variation; only shares vote. Articles may let one or more classes elect all or specified directors, with each electing class or classes a separate voting group (§§ 23-1-30-2, 23-1-33-4) |
Default plurality of votes cast by eligible shares at a meeting with quorum; articles may provide another standard. The ordinary votes-for- exceed-votes-against rule expressly excludes director elections (§§ 23-1-30-6, -8 to -9) |
Articles opt-in only. Eligible holders multiply their votes by directors they may vote for and allocate the product. Meeting use requires conspicuous notice or proxy disclosure, or one eligible holder's notice at least 48 hours beforehand, which opens cumulation to that voting group; consent election then must be unanimous (§§ 23-1-29-1, 23-1-30-9) |
Articles or bylaws may create 2 nearly equal groups, or 3 if the board has more than 2 directors, with corresponding 2- or 3-year staggered terms. Otherwise terms end at the next annual meeting; an expired-term director holds over until a successor is elected and qualifies or board size falls (§§ 23-1-33-5 to -6) |
No express tie-breaker or election-created vacancy appears in the surveyed provisions. Plurality or the articles' alternative, statutory holdover, and the overdue-meeting court route control; a resignation conditioned on failing a specified election vote may be irrevocable (§§ 23-1-29-3, 23-1-30-9, 23-1-33-5, -7) |
SEC-registered voting shares have a separate statutory staggered-board default and board-bylaw opt-out route. Federal proxy and exchange systems, beneficial owners, inspectors, contested-election litigation, removal, ordinary vacancy filling, fiduciary disputes, control arrangements, and transaction votes remain outside this private-company page (§ 23-1-33-6) |
| Iowa verified 2026-08-24 | Iowa Business Corporation Act, Iowa Code chapter 490; ordinary domestic private for-profit corporation director election, subject to articles, bylaws, class rights, and written-consent choices (Iowa Code §§ 490.701, .704, .721, .728, .802-.806, .1022) |
Annual meeting or permitted written consent; board, authorized caller, or ordinarily 10%-25% articles-set vote holders may demand a special meeting; shareholder may seek court meeting after earlier of six months after fiscal year-end or 15 months after last annual meeting, with a 30-day failed-notice route for a valid special-meeting demand (Iowa Code §§ 490.701-.704) |
Articles/bylaws may impose lawful, reasonable director or nominee qualifications, but not duty-limiting action/opinion tests except specified sanction/removal screens; later-added qualifications cannot reach an existing nomination or current term; no general statutory nomination or ballot procedure (Iowa Code §§ 490.749, .802, .1022(2)) |
One vote per outstanding share by default; articles may vary and may assign all or specified seats to one or more classes or series, which vote as a separate group for those seats (Iowa Code §§ 490.721, .804) |
Plurality of votes cast by entitled shares at a quorate meeting unless articles vary it; optional bylaw may allow for/against/abstain and limits a winner with more against than for to at most 90 days, except a qualifying contested election (Iowa Code §§ 490.728(1), .1022) |
Articles opt-in; entitled votes multiply by eligible seats and may be concentrated or distributed; use at a meeting requires conspicuous meeting notice/proxy statement or a shareholder's notice at least 48 hours before the meeting, which opens cumulation to the voting group (Iowa Code § 490.728(2)-(4)) |
Articles may create two or three near-equal groups with matching two- or three-year successor terms; ordinary term otherwise ends at next annual meeting, with holdover until successor qualifies or board size decreases, subject to articles or vote-against bylaw (Iowa Code §§ 490.805-.806) |
No express ordinary tie-breaker; plurality and holdover ordinarily govern. Vote-against bylaw can terminate an elected nominee's term and let board select a qualified replacement; expedited court may determine election, office, vote, or nomination rights and order or supervise election (Iowa Code §§ 490.749, .805, .1022) |
Inspector is optional for private corporation but mandatory for Exchange Act-registered equity; vote-against bylaw has a statutory contested-election exception. Federal proxy, beneficial-owner, removal, ordinary vacancy, fiduciary, control, and transaction-specific issues are outside scope (Iowa Code §§ 490.729, .1022(2)) |
| Kansas verified 2026-08-24 | Kansas General Corporation Code, K.S.A. chapter 17; ordinary domestic private stock corporation, subject to articles, bylaws, class rights, and a pre-April 21, 1988 cumulative-voting transition (K.S.A. §§ 17-6301, 17-6501 to 17-6506) |
Annual meeting or qualifying consent; board or articles/bylaws-authorized caller may call special meeting; stockholder/director may seek court meeting 30 days after designated annual date or after 13 months when no date, with represented eligible shares as election quorum (K.S.A. § 17-6501(b)-(d)) |
Natural-person director; share ownership and other qualifications only if articles/bylaws require; elections use written or qualifying electronic ballot unless articles vary; no general statutory nomination, candidate- consent, advance-notice, or write-in rule (K.S.A. §§ 17-6301(b), 17-6501(e)) |
One vote per share unless articles vary; articles may give a class or series the right to elect directors with stated terms and director voting powers, including unequal powers (K.S.A. §§ 17-6301(d), 17-6502(a)) |
Plurality of shares present/proxied and entitled to vote unless articles or bylaws specify another vote; stockholder-adopted director-election vote bylaw is board-protected; no statutory vote-against regime (K.S.A. § 17-6506) |
Modern corporation uses articles opt-in for all or specified elections; pre-April 21, 1988 corporation retains organization-time cumulative-voting requirements until shareholder articles amendment eliminates them; votes multiply by eligible seats and may be concentrated or distributed; no statutory advance-notice trigger (K.S.A. § 17-6504) |
Articles, initial bylaw, or stockholder-adopted bylaw may create one, two, or three classes with one-, two-, or three-year cycle; articles may assign incumbents; director holds over until successor qualifies or earlier resignation/removal (K.S.A. § 17-6301(b), (d)) |
No express ordinary tie-breaker; plurality and holdover govern. Missed election does not invalidate acts or dissolve corporation; court may decide election and office validity, order election if none valid, determine voting power, and appoint master (K.S.A. §§ 17-6501(c), 17-6515, 17-6517) |
State contested-election proceeding is express, but federal proxy, beneficial-owner, broker, universal-proxy, removal, ordinary vacancy, fiduciary, control, and transaction-specific rules remain outside this ordinary private-company survey (K.S.A. §§ 17-6515, 17-6517) |
| Kentucky verified 2026-08-24 | Kentucky Business Corporation Act, KRS Chapter 271B; ordinary domestic private business corporation, principally §§ 271B.7-010 through .7-040, .7-210, .7-280, and .8-020 through .8-060 |
Annual meeting elects directors; ordinary unanimous written consent is available, and articles may authorize 80% or a higher threshold, but not for cumulative elections. Board, articles/bylaw designee, or default 33⅓% holder demand may call a special meeting. Court route opens after the earlier 6-month/15-month annual delay or an unmet valid special demand (§§ 271B.7-010 through .7-040, 271B.8-030(4)) |
Articles/bylaws may prescribe director qualifications. Kentucky residence and share ownership are unnecessary unless those records require them; no corporation-statute nominee advance-notice, write-in, slate, or ballot- listing rule is stated (§ 271B.8-020) |
Default 1 vote per outstanding share regardless of class, subject to articles variation and statutory exclusions. Articles may assign all or specified seats to one or more classes; each such class combination is a separate election voting group (§§ 271B.7-210, 271B.8-040) |
Default plurality of votes cast by eligible shares at a meeting with quorum, subject to articles variation; plurality expressly means the individuals with the largest vote totals, up to the number of seats. No private-company statutory vote-against route is stated (§ 271B.7-280(1)) |
Articles opt-in only. Votes multiply by eligible seats and may be concentrated or distributed; no separate shareholder advance-notice condition is stated. An 80%-or-higher articles-based consent route cannot elect directors cumulatively (§§ 271B.7-040(2), 271B.7-280(2)-(3)) |
Articles may divide directors into 2 or 3 near-equal groups with corresponding 2- or 3-year successor terms. Otherwise terms end at the next annual meeting; an expired-term director holds over until a successor qualifies or board size decreases (§§ 271B.8-050 through .8-060) |
Plurality identifies the largest vote totals but states no separate last- seat tie-breaker. Ordinary holdover preserves continuity. Court relief compels a delayed meeting and may tailor electorate, dates, notice, and quorum, but does not declare a vote-count result (§§ 271B.7-030, 271B.7-280(1), 271B.8-050(5)) |
The ordinary private-company sections state no public vote-against or contested-election branch. Federal proxy and exchange systems, beneficial- owner mechanics, inspectors, removal, ordinary vacancy filling, fiduciary disputes, control arrangements, and transaction votes remain outside this routine election page (§§ 271B.7-280, 271B.8-020 through .8-060) |
| Louisiana verified 2026-08-24 | Louisiana Business Corporation Act, La. R.S. Title 12, Chapter 1; ordinary domestic private business corporation, principally §§ 12:1-701 through 12:1-703, 12:1-721, 12:1-728, 12:1-802 through 12:1-806, and 12:1-1022 |
Annual meeting elects directors unless valid written consent does so; cumulative-voting election by consent must be unanimous. Board, articles/bylaw designee, or default 10% holder demand may call a special meeting, with articles variation below 10% or up to 25%. After 18 months a holder may demand a secretary-called annual meeting; a separate court route opens at the earlier 6-month/15-month delay or after an unmet valid special demand (§§ 12:1-701 through 12:1-703) |
Articles/bylaws may prescribe director or nominee qualifications, subject to statutory subject-matter and adoption-timing limits. Louisiana residence and share ownership are unnecessary unless those records require them; no corporation-statute write-in, slate, or ballot-listing rule is stated (§ 12:1-802) |
Default 1 vote per outstanding share regardless of class, subject to articles variation and statutory exclusions. Articles may assign all or specified seats to one or more classes; each such class combination is a separate election voting group (§§ 12:1-721, 12:1-804) |
Default plurality of votes cast by eligible shares at a meeting with quorum, subject to articles variation. Articles may also shorten a nominee's term for failure to receive a specified vote. The statutory vote-against bylaw is limited to public corporations and does not alter the ordinary private- company default (§§ 12:1-728(A), 12:1-805(B), 12:1-1022) |
Articles opt-in only. Eligible votes multiply by eligible seats and may be concentrated or distributed; the statute states no separate shareholder advance-notice condition. A cumulative election by written consent requires unanimity (§§ 12:1-701(A), 12:1-728(B)-(C)) |
Articles may divide directors into 2 or 3 near-equal groups with corresponding 2- or 3-year successor terms. Otherwise terms end at the next annual meeting; absent articles variation, an expired-term director holds over until a successor qualifies or board size decreases (§§ 12:1-805 through 12:1-806) |
No separate last-seat tie-breaker is stated. If election quorum is absent, holders present may approve next-day adjournment by a majority of votes cast, and those present next day are the election quorum. Ordinary holdover preserves continuity; court relief compels a delayed meeting and may tailor electorate, dates, notice, and quorum, but does not declare a vote-count result (§§ 12:1-703, 12:1-728(A), 12:1-805(E)) |
Section 12:1-1022's optional vote-against, limited-term, or resignation bylaw applies only to public corporations and is unavailable when articles alter plurality or authorize cumulation. Federal proxy and exchange systems, beneficial-owner mechanics beyond delayed-meeting standing, inspectors, removal, ordinary vacancy filling, fiduciary disputes, control arrangements, and transaction votes remain outside this routine private-company page (§§ 12:1-703(C), 12:1-1022) |
| Maine verified 2026-08-24 | Maine Business Corporation Act, 13-C M.R.S. § 101; ordinary domestic private for-profit or share corporation, subject to articles, bylaws, class rights, shareholder agreements, and special-entity law (§ 102(4), (30-A)) |
Directors elected at first and later annual meetings unless staggered; election may use written consent, but cumulative-vote election cannot use less than unanimous consent. Entitled shareholder may seek court-ordered meeting after earlier of 6 months after fiscal-year end or 15 months after last annual meeting; late meeting does not invalidate action (§§ 701, 703-704, 803(3)) |
Articles/bylaws may set director and nominee qualifications; pre-nomination qualification applies at nomination, later one does not retroactively apply, and midterm director qualification waits until term end. Optional bylaw may require shareholder nominees in corporation proxy/consent materials (§§ 206(3)-(4), 802) |
One vote per outstanding share unless articles vary, subject to controlled- corporation and redeemed-share exceptions; articles may give bond or debenture holders specified votes, including director elections, and may let share classes elect specified directors as separate groups (§§ 722, 804) |
Default plurality of votes cast by entitled shares at a quorate meeting; articles control any different standard. Conditional failure-to-elect resignation may be irrevocable (§§ 727, 729-730(1), 807(2)) |
No right unless articles opt in; votes multiply by eligible seats and may be concentrated or distributed. Meeting use also requires conspicuous meeting/ proxy notice or one holder's notice at least 48 hours beforehand, opening cumulation to the voting group (§ 730(2)-(4)) |
Articles may create 2 or 3 near-equal groups with matching 2- or 3-year successor terms; ordinary term ends at next annual election and incumbent holds over until successor qualifies or board size decreases (§§ 805-806) |
No express ordinary tie-breaker; failed election leaves incumbent holding over. Expedited Superior Court proceeding may determine nomination rights, election/result validity, or right to office and may order a meeting or election, appoint a master, enjoin, or grant equitable relief (§§ 732, 805(5)) |
Publicly held domestic corporations have separate board-composition and reporting rules. Federal proxy/solicitation, broker/beneficial-owner, contested-result strategy, removal, vacancy, fiduciary, control, appraisal, and transaction rules remain separate (§ 803(4)) |
| Maryland verified 2026-08-24 | Maryland General Corporation Law, Corporations and Associations Article, Title 2; ordinary domestic private stock corporation, principally §§ 2-104, 2-110, 2-403 through 2-405, and 2-501 through 2-507 |
Annual stockholder meeting elects directors; president, board, or charter/ bylaw designee may call a special meeting, with a default 25% holder-demand route. Unanimous consent is always available, while common stock generally electing directors needs charter authority for nonunanimous consent; no ordinary court-ordered election route is stated (§§ 2-501, 2-502, 2-505) |
Each director and nominee must meet charter/bylaw qualifications; stock ownership is unnecessary unless those records require it. The surveyed provisions state no general nomination, advance-notice, candidate-consent, write-in, slate, or ballot rule (§ 2-403) |
Default 1 vote per outstanding share regardless of class, subject to charter variation and unpaid-installment exclusion; each share may vote for as many individuals as eligible seats. Charter class/series rights may elect directors for stated terms (§§ 2-404(b)-(c), 2-507(a)) |
Default plurality of all votes cast at a meeting with quorum; charter or bylaws may provide another election standard. The general majority-of- votes-cast rule governs other matters unless the Act or charter says otherwise (§§ 2-404(d), 2-506(a)) |
Charter opt-in only, for minority representation, on the terms stated in the charter. Title 2 states no universal multiplication, allocation, advance-notice, or all-seat formula, so the operative charter provision controls (§ 2-104(b)(7)) |
Charter or bylaws may classify directors. Bylaw terms may not exceed 5 years or, except initial/substitute directors, be shorter than the interval between annual meetings; at least 1 class expires yearly. Otherwise terms end at the next annual meeting, with successor-qualified holdover (§§ 2-104(b)(6), 2-110(b), 2-404(b)) |
Failed election ordinarily keeps incumbents until successors qualify. If § 2-405's excess-holdover condition applies, directors elected at the designated time plus nonexpiring classified directors choose who holds over, unless charter/bylaws supply another method; no separate election tie-breaker or court-result route is stated (§ 2-405) |
Title 3 Subtitle 8 elections can alter annual-meeting, classification, removal, and vacancy rules for covered corporations. Federal proxy and exchange systems, beneficial owners, advance-notice contests, removal, ordinary vacancy filling, fiduciary disputes, control arrangements, and transaction votes remain outside this routine private-company page (§§ 2-404(b), 2-406 to 2-407, 2-501(b)) |
| Massachusetts verified 2026-08-24 | Massachusetts Business Corporation Act, G.L. c. 156D, ordinary domestic private business corporation; articles, bylaws, class or series rights, board-size rules, qualifications, classification, and public-corporation status can change parts of the answer (§§ 7.01, 7.03–.04, 7.21, 7.28, 8.02–.06) |
Directors elected at the first and later annual meetings unless terms are staggered; unanimous consent works, and articles may authorize meeting- equivalent consent. An annual-meeting participant may seek a court order after the earlier of 6 months after fiscal-year end or 15 months after the last annual meeting; a valid special-demand signer has a separate enforcement route (§§ 7.01, 7.03–.04, 8.03(d)) |
Articles or bylaws may prescribe qualifications; Massachusetts residence and share ownership are unnecessary unless those records require them. Unless articles provide otherwise, a multi-shareholder corporation normally needs at least 3 directors, reduced to 2 when it has exactly 2 shareholders; the surveyed sections state no general nomination, consent, notice, write- in, slate, or ballot rule (§§ 8.02–.03) |
Default 1 vote per outstanding share regardless of class, subject to statutory exclusions and articles variation; fractional shares vote proportionally. Articles may let a class or series elect all or specified directors, and each electing class or series is a separate voting group (§§ 7.21, 8.04) |
Default plurality of votes cast by eligible shares at a meeting with quorum; articles or bylaws may provide another standard. The ordinary voting-group votes-for-exceed-votes-against rule does not govern director elections (§ 7.28(a)) |
Articles opt-in only. Designated holders multiply eligible votes by the directors they may vote for and concentrate the product on one candidate or distribute it among two or more; § 7.28 states no separate meeting-notice or shareholder advance-notice trigger (§ 7.28(b)–(c)) |
Articles may create 2 or 3 nearly equal groups with corresponding 2- or 3-year terms. Ordinary terms end at the next annual meeting, but the director serves until a successor is elected and qualified or board size decreases; separate public-corporation classification rules are outside the private-company baseline (§§ 8.05–.06) |
No express tie-breaker or election-created vacancy appears in the surveyed provisions. Plurality or the governing documents' alternative, default holdover, and the overdue-election court route control; the court may set the meeting, voting groups, record date, notice, and quorum (§§ 7.03, 7.28, 8.05(e)) |
Massachusetts public-corporation classification and control-share rules, federal proxy and exchange systems, beneficial owners, contested-election litigation, inspectors, removal, ordinary vacancy filling, fiduciary disputes, and transaction votes remain outside this routine private-company election page |
| Michigan verified 2026-08-24 | Michigan Business Corporation Act, ordinary domestic private for-profit corporation; articles, bylaws, class or series rights, a qualifying unanimous shareholder agreement, and public-company status can change parts of the answer (MCL §§ 450.1402–07, 450.1441, 450.1451, 450.1488, 450.1501, 450.1505–06) |
Directors are elected at the annual meeting unless valid written consent is used. The board must promptly hold a missed meeting; after 90 days from a designated date, or 15 months when none is designated, a shareholder may seek a circuit-court-ordered meeting or election. Bylaws govern special- meeting callers, while 10% holders may seek a court-ordered special meeting for good cause (§§ 450.1402–03, 450.1407, 450.1505(2)) |
Director need not be a shareholder unless articles or bylaws require it; those records may prescribe qualifications. The current surveyed sections state no natural-person, Michigan-residency, election-specific nomination, candidate-consent, write-in, slate, or ballot rule. Bylaws may establish reasonable procedures for nonpublic-company shareholder proposals (§§ 450.1404(2), 450.1501); pending SB 789 would require natural persons |
Default one vote per outstanding share on each matter, subject to article variation. Articles may give a class or series the exclusive right to elect one or more directors (§§ 450.1441(1), 450.1506(2)) |
Default plurality of votes cast at the election; articles may provide another standard. Ordinary meeting quorum is shares entitled to cast a majority of votes unless the Act, articles, or a shareholder/incorporator- adopted bylaw provides otherwise (§§ 450.1415, 450.1441(2)) |
Articles opt-in only. An eligible holder may cast share count times the number of directors the holder may elect for one candidate or distribute that product among candidates. Section 450.1451 states no separate cumulative-voting notice or advance-announcement condition; the meeting still uses the general 10-to-60-day purpose notice (§§ 450.1404(1), 450.1451) |
Articles or a bylaw adopted by shareholders or incorporators may create 2 or 3 nearly equal classes with corresponding 2- or 3-year successor terms. Ordinary terms run to the next annual meeting, and every director holds over until a successor is elected and qualifies or resignation or removal occurs (§§ 450.1505(2), 450.1506(1)) |
No express tie-breaker or election-created-vacancy rule appears in the surveyed sections. Failure to elect enough directors does not invalidate otherwise valid acts, cause forfeiture, or cause dissolution; incumbents hold over, and a shareholder may use § 450.1402's overdue-election court route. Inspectors, if used, determine the result and election challenges; ordinary vacancy filling remains separate (§§ 450.1402, 450.1431, 450.1505(2), 450.1515a) |
A § 450.1488 shareholder agreement ends when shares become nationally listed or regularly traded. Federal proxy and exchange systems, beneficial owners, contested-election litigation, inspectors beyond count and result, removal, ordinary vacancy filling, fiduciary disputes, and transaction votes remain outside this routine private-company election page (§ 450.1488(4)) |
| Minnesota verified 2026-08-24 | Minnesota Business Corporation Act, Minn. Stat. ch. 302A; ordinary domestic private business corporation, principally §§ 302A.111, 302A.203 through 302A.215, 302A.223, and 302A.431 through 302A.445 |
Regular meetings may be annual or less frequent and need not occur absent articles/bylaws or a 3%-holder demand after 15 months; each regular meeting elects successors for expired or next-6-month terms. Ordinary 10% holders may demand a special meeting and self-call after board default. No general court-ordered election route is stated (§§ 302A.431, 302A.433) |
Directors must be natural persons; articles or bylaws may prescribe the election method and additional qualifications. The surveyed provisions state no statutory age, residency, share-ownership, candidate-consent, advance-nomination, write-in, slate, or ballot-listing rule (§ 302A.205) |
Default 1 vote per share unless articles or share terms provide otherwise. Articles/bylaws may provide for a director elected solely by a class or series, whose holders form that director's electorate (§§ 302A.223, subd. 3, 302A.445, subd. 3) |
Default plurality of the voting power of shares present and entitled to vote at a meeting with quorum; articles may provide another election standard. The general shareholder majority rule expressly excludes director elections (§§ 302A.215, subd. 1, 302A.437, subd. 1) |
Default cumulation unless articles opt out. A holder activates it by written notice to any officer before the meeting or notice to the presiding officer at the meeting any time before election; the chair announces cumulation, and votes multiply by seats and may be concentrated or distributed (§§ 302A.111, subd. 2(d), 302A.215, subd. 2) |
Articles/bylaws may classify directors and set terms; otherwise an indefinite term expires at the next regular meeting. A fixed term may not exceed 5 years, and a director holds over until a successor is elected and qualifies (§§ 302A.207, 302A.213) |
Plurality governs but no separate last-seat tie-breaker is stated. Holdover continues until a qualified successor, and expiration with or without a qualified-successor election does not void prior or later officer or board acts; delayed holders self-call rather than seek a statutory court-election order (§§ 302A.207, 302A.209, 302A.431, subd. 2) |
The cumulative-voting amendment-blocking rule in § 302A.215, subd. 3 is expressly limited to a corporation that is not publicly held. Federal proxy and exchange systems, beneficial owners, contested-election litigation, removal, ordinary vacancy filling, fiduciary disputes, control agreements, and transaction votes remain outside this routine private-company page (§§ 302A.223 through 302A.225, 302A.449, 302A.457) |
| Mississippi verified 2026-08-24 | Mississippi Business Corporation Act, Miss. Code § 79-4-1.01 et seq.; ordinary domestic private for-profit corporation, with a July 1, 2002 cumulative-voting formation-date branch (Miss. Code §§ 79-4-7.01, -7.28, -8.02 to -8.06) |
Annual meeting unless directors elected by qualifying consent; board, authorized caller, or ordinarily 10% vote holders may demand special meeting; shareholder court route after earlier of six months after fiscal year-end or 15 months after last meeting/consent, plus 30-day failed-demand- notice route (Miss. Code §§ 79-4-7.01 to -7.04, -8.03(c)) |
Board consists of one or more individuals; articles/bylaws may prescribe qualifications, including residence or share ownership; no general statutory nomination, candidate-consent, advance-notice, ballot, or write-in rule for ordinary private corporation (Miss. Code §§ 79-4-8.02 to -8.03) |
One vote per outstanding share regardless of class unless articles vary; articles may assign all or specified seats to one or more classes, each a separate voting group for its seats (Miss. Code §§ 79-4-7.21, -8.04) |
Plurality of votes cast by entitled shares at quorate meeting unless articles vary; consent is unanimous unless articles authorize meeting- equivalent threshold, but cumulative-vote election always unanimous; no statutory vote-against regime (Miss. Code §§ 79-4-7.01, -7.04, -7.28(a)) |
Pre-July 1, 2002 corporation defaults in unless articles opt out; later corporation defaults out unless articles opt in; eligible votes multiply by eligible seats and may be concentrated or distributed; no separate statutory shareholder advance-notice trigger (Miss. Code § 79-4-7.28) |
Articles may create two or three near-equal groups with corresponding two- or three-year successor terms; ordinary term otherwise ends next annual meeting, with holdover until successor qualifies or board size decreases (Miss. Code §§ 79-4-8.05 to -8.06) |
No express ordinary tie-breaker; plurality and holdover govern. Court may order delayed annual/demanded meeting; private-company shareholder deadlock lasting at least two consecutive annual dates without successor elections may support judicial dissolution (Miss. Code §§ 79-4-7.03, -8.05(e), -14.30(a)(2)) |
Inspector mandatory for exchange-listed/regularly traded corporation but optional for private company; § 79-4-14.30's election-deadlock dissolution route excludes specified public/widely held corporations. Federal proxy, removal, ordinary vacancy, fiduciary, control, and transaction issues remain outside scope (Miss. Code §§ 79-4-7.29, -14.30) |
| Missouri verified 2026-08-24 | Missouri General and Business Corporation Law, Chapter 351; ordinary domestic for-profit corporation, with annual election, share voting, cumulative voting, qualifications, terms, classes, and holdover in §§ 351.020, 351.225, 351.245, 351.265, 351.310, and 351.315 |
Annual director-election meeting on the bylaw-set day, otherwise the second Monday in January; omission causes no forfeiture or dissolution. Board or articles/bylaws-authorized persons may call a special meeting, and all eligible holders may elect by written consent; Chapter 351 states no delayed-election court-order route (§§ 351.225, 351.273) |
Articles or bylaws may prescribe director qualifications. The surveyed provisions state no general nomination, candidate-consent, advance-notice, write-in, slate, or ballot rule; election inspectors are appointed only if the bylaws require them (§§ 351.235, 351.310) |
Default 1 vote per outstanding share entitled under the articles, which may provide more or less. Articles may give a class or series the right to elect one or more directors and set those directors' term and voting power (§§ 351.180, 351.245(1), 351.315(2)) |
Cumulative election: plurality of votes of eligible shares represented at a meeting with quorum. If articles/bylaws displace cumulation, the general majority-of-shares-entitled-and-represented rule applies, subject to a greater articles or shareholder-adopted bylaw requirement (§§ 351.265(2), 351.270) |
Default unless articles or bylaws opt out; votes equal the holder's votes multiplied by directors to be elected and may be concentrated or divided. No election-specific advance notice is stated; for a corporation with 10 or fewer shareholders, abolition requires at least 2/3 of outstanding shares (§§ 351.090(7), 351.245(3)) |
Articles or bylaws may set and classify terms from 1 through 3 years, with an annual election for the board fraction produced by dividing directors by term years. Otherwise directors are elected annually; each serves the elected term or until a successor is elected and qualified (§ 351.315(1)) |
No express election tie-breaker, failed-election vacancy, or court-ordered election appears in the surveyed provisions. The applicable plurality or majority branch and holdover control; § 351.323's provisional-director remedy addresses later even-board management deadlock, not a tied shareholder election (§§ 351.315(1), 351.323) |
Optional bylaw-required inspectors, issuing-public-corporation control- share rules, federal proxy and exchange systems, beneficial owners, contested-election litigation, removal, vacancy filling, fiduciary disputes, control arrangements, and transaction votes remain outside this routine private-company page (§§ 351.235, 351.245(4), 351.315(3), 351.320) |
| Montana verified 2026-08-24 | Montana Business Corporation Act, Mont. Code Ann. § 35-14-101; ordinary domestic private for-profit corporation, subject to articles, bylaws, class/ series rights, shareholder agreements, and special-entity law (§ 35-14-140(5)) |
Directors elected at first and later annual meetings or permitted written consent unless staggered; cumulative-vote election requires unanimous consent. Shareholder may seek court-ordered meeting after earlier of 6 months after fiscal-year end or 15 months after last annual meeting; late meeting does not invalidate action (§§ 35-14-701, -703 to -704, -803(3)) |
Articles/bylaws may set reasonable lawful director/nominee qualifications; action/opinion conditions impairing director duties are barred, subject to sanction/removal exceptions and anti-retroactivity timing. Optional bylaw may require shareholder nominees in corporation proxy/consent materials (§§ 35-14-206(3)-(4), -802) |
One vote per outstanding share unless articles vary, subject to corporation- owned and redeemed-share exceptions; articles may let one or more classes or series elect specified directors as a separate voting group (§§ 35-14-721, -804) |
Default plurality of votes cast at quorate meeting; articles may alter. Unless articles prohibit, alter that vote, or authorize cumulation, bylaws may add for/against voting: plurality winner with more against than for serves until replacement or 90 days, whichever is earlier; contested- election exception applies (§§ 35-14-728(1), -1022) |
No right unless articles opt in; votes multiply by eligible seats and may be concentrated or distributed. Meeting use also requires conspicuous meeting/ proxy notice or one holder's notice at least 48 hours beforehand, opening cumulation to the voting group (§ 35-14-728(2)-(4)) |
Articles may create 2 or 3 near-equal groups with matching 2- or 3-year successor terms; ordinary term ends at next annual election and incumbent holds over until successor qualifies or board size decreases, subject to articles and vote-against bylaw (§§ 35-14-805 to -806) |
No express ordinary tie-breaker; default failed election leaves incumbent holding over, while vote-against bylaw uses replacement/90-day termination. Expedited district-court proceeding may determine nomination rights, election/result validity, or office and may order or supervise an election (§§ 35-14-749, -805(5), -1022) |
Exchange-Act Section 12 corporation must appoint election inspectors; private corporation may. Federal proxy/solicitation, broker/beneficial-owner, contested-result strategy, removal, vacancy, fiduciary, control, appraisal, and transaction rules remain separate (§ 35-14-729) |
| Nebraska verified 2026-08-24 | Nebraska Model Business Corporation Act, Neb. Rev. Stat. §§ 21-201 to 21-2,232; ordinary domestic private for-profit corporation, subject to articles, bylaws, class rights, shareholder agreements, and special public or regulated-company rules |
Directors elected at first and later annual meetings unless terms are staggered; annual election may be replaced only by unanimous written consent. Any shareholder may seek a court-ordered meeting after the earlier of 6 months after fiscal-year end or 15 months after the last annual meeting; late meeting does not invalidate corporate action (§§ 21-253, -255 to -256, -286) |
Articles/bylaws may set reasonable lawful director or nominee qualifications with statutory timing limits; residence/share ownership not required unless prescribed. Bylaws may create shareholder proxy-access procedures, and the court may determine nomination rights; cited sections state no universal advance-notice, ballot, or write-in rule (§§ 21-224, -271.01, -285) |
One vote per outstanding share unless articles vary, subject to statutory exclusions; articles may authorize one or more classes to elect specified directors as separate voting groups (§§ 21-263, -287) |
Default plurality of votes cast by entitled shares at a meeting with quorum; articles may provide otherwise, including a specified-vote standard linked to a shorter term or conditional resignation (§§ 21-267, -269 to -270, -288, -290) |
Mandatory in all director elections: eligible shares multiply by eligible seats and may be concentrated on one candidate or distributed among candidates; no articles opt-out or separate advance-notice trigger appears in § 21-270 |
Articles may create 2 or 3 near-equal groups with matching 2- or 3-year successor terms; ordinary term ends at next annual election, but director holds over until successor is elected and qualifies unless articles provide otherwise or board size decreases (§§ 21-288 to -289) |
No automatic tie-breaker; plurality failure under an articles-created standard ordinarily leaves incumbent holding over. Articles may shorten a failed nominee's term and an irrevocable conditional resignation may apply; expedited district-court review may determine the result, order an election or meeting, appoint a master, enjoin, or grant equitable relief (§§ 21-271.01, -288, -290) |
Public corporation must appoint inspectors; private corporation may. Shareholder proxy-access bylaws and state judicial review are covered, but federal proxy/solicitation, broker/beneficial-owner, removal, ordinary vacancy, fiduciary, control, and transaction rules remain separate (§§ 21-224, -271 to -271.01, -291 to -293) |
| Nevada verified 2026-08-24 | Nevada Private Corporations law, NRS chapter 78; ordinary domestic private corporation with one or more natural-person directors at least 18 years old, subject to articles and bylaws (NRS §§ 78.115, 78.320, 78.330, 78.360) |
Annual meeting or permitted written consent; if not elected there, election may occur at a purpose-called special meeting; absent contrary articles or bylaws, full board, any two directors, or president calls meetings; 15% voting-power holders may seek court election after 18 months (NRS §§ 78.310, 78.320, 78.330, 78.345) |
Director must be natural person at least 18 and need not own stock unless articles require it; Chapter 78 states no general ordinary-company nomination, candidate-consent, advance-notice, ballot, or write-in rule (NRS § 78.115) |
One vote per record share unless articles or designation certificate varies class/series voting power; articles or bylaws may classify directors for election by one or more authorized classes or series (NRS §§ 78.330(2), 78.350(1)) |
Plurality of votes cast by default; articles or bylaws may require more. Written-consent election defaults to majority voting power unless documents or the meeting rule require another proportion; no statutory vote-against regime (NRS §§ 78.320(2), 78.330(1)) |
Articles opt-in; shares multiply by seats and votes may be concentrated or distributed; requesting holder gives president/secretary written notice 48 hours before meeting when meeting notice was at least 10 days ahead, otherwise 24 hours, followed by announcement before voting (NRS § 78.360) |
Articles or bylaws may classify term duration, but at least one-fourth of directors must be elected annually; no fixed two/three-class formula; director holds over until successor elected and qualified, resignation, or removal unless documents vary (NRS §§ 78.330, 78.340) |
No express ordinary tie-breaker; plurality and holdover govern. Missed election does not dissolve corporation; special meeting remains available, and after 18 months 15% voting-power holders may petition district court for election (NRS §§ 78.330, 78.340, 78.345) |
Chapter 78's ordinary standard is not a complete public proxy or contested- election regime; federal proxy, beneficial-owner, broker, removal, ordinary vacancy, fiduciary, control, and transaction-specific issues remain outside scope (NRS §§ 78.330, 78.360) |
| New Hampshire verified 2026-08-24 | New Hampshire Business Corporation Act, RSA 293-A:1.01; ordinary domestic private for-profit corporation, subject to articles, bylaws, class rights, shareholder agreements, and special-entity law (RSA 293-A:1.40(4), (18A)) |
Directors elected at first and later annual meetings unless staggered; election may use written consent, but cumulative-vote election cannot use less than unanimous consent. Entitled shareholder may seek court-ordered meeting after earlier of 6 months after fiscal-year end or 15 months after last annual meeting; late annual meeting does not invalidate action (RSA 293-A:7.01, :7.03-.04, :8.03(c)) |
Articles/bylaws may prescribe qualifications; residence and share ownership unnecessary unless they say otherwise. Optional bylaw may require inclusion of shareholder nominees in corporation proxy/consent materials; other nomination, advance-notice, and ballot mechanics depend on governing documents (RSA 293-A:2.06(c)-(d), :8.02) |
One vote per outstanding share unless articles vary, subject to controlled- corporation and redeemed-share exceptions; articles may let one or more classes elect specified directors as a separate voting group (RSA 293-A:7.21, :8.04) |
Default plurality of votes cast by entitled shares at a quorate meeting; articles may alter the vote and may specify a shorter term when a nominee fails a stated vote. Conditional failure-to-elect resignation may be irrevocable; special vote-against bylaw is public-corporation-only (RSA 293-A:7.28(a), :8.05(b), :8.07(b), :10.22) |
No right unless articles opt in; votes multiply by eligible seats and may be concentrated or distributed. Meeting use also requires conspicuous meeting/proxy notice or one holder's notice at least 48 hours beforehand, opening cumulation to the voting group (RSA 293-A:7.28(b)-(d)) |
Articles may create 2 or 3 near-equal groups with matching 2- or 3-year successor terms; ordinary term ends at next annual election and incumbent holds over until successor qualifies or board size decreases unless articles or public-corporation bylaw provide otherwise (RSA 293-A:8.05-.06) |
No express ordinary tie-breaker; failed election ordinarily leaves incumbent holding over. Delayed-meeting order remains available; voting-power deadlock and failure across at least 2 consecutive annual meeting dates may support shareholder judicial dissolution, subject to public/large-holder exclusion (RSA 293-A:7.03, :8.05(e), :14.30(a)(2)(iii), (b)) |
Public corporation may adopt special noncumulative for/against bylaw with a contested-election exception unless articles prohibit, alter the ordinary vote, or authorize cumulation. Federal proxy/solicitation, broker/beneficial- owner, contested-result, removal, vacancy, fiduciary, control, appraisal, and transaction rules remain separate (RSA 293-A:10.22) |
| New Jersey verified 2026-08-24 | New Jersey Business Corporation Act, ordinary domestic private for-profit corporation; certificate, bylaws, class or series rights, ballot demand, cumulative-voting language, and public-company status can change parts of the answer (N.J.S.A. §§ 14A:5-2–4, 14A:5-6, 14A:5-9–11, 14A:5-24, 14A:5-27, 14A:6-1, and 14A:6-3–5) |
Annual election at the bylaw-set or board-fixed time, otherwise noon on the first Tuesday of April. Directors must promptly arrange a missed meeting; after 30 days, or 13 months when no date exists, any shareholder may seek a court-ordered meeting or election. Special callers come from statute and bylaws, with a 10%-holder good-cause court route. Unanimous consent may elect directors, but nonunanimous consent cannot replace the annual election (§§ 14A:5-2–3, 14A:5-6) |
Director must be at least 18; citizenship, New Jersey residence, and share ownership are unnecessary unless certificate or bylaws require them, and those records may add qualifications. The surveyed sections state no general nomination, candidate-consent, advance-notice, write-in, or slate rule. Election need not use a ballot unless an eligible shareholder demands one before voting; a bylaw ballot requirement is waived unless an eligible shareholder requests compliance (§§ 14A:5-24(1), 14A:6-1(1)) |
Default one vote per outstanding share, subject to certificate variation. Certificate may give a class or series the exclusive right to elect one or more directors, including a right triggered by stated events for a fixed or event-ending term (§§ 14A:5-10, 14A:6-4(2)) |
Default plurality of votes cast; certificate or bylaws may provide another election standard. Ordinary quorum is holders entitled to cast a majority of votes unless certificate or Act provides otherwise. The Act's ordinary majority-of-votes-cast rule expressly excludes director elections (§§ 14A:5-9, 14A:5-11, 14A:5-24(3)) |
Certificate opt-in only. Eligible holders may cast owned shares for each director they may elect, or concentrate share votes times eligible seats on one candidate or distribute them among candidates. Section 14A:5-24 states no separate cumulation notice or advance-announcement condition; the general 10-to-60-day meeting-purpose notice still applies (§§ 14A:5-4, 14A:5-24(2)) |
Certificate may classify directors for terms from 1 through 5 years, with at least one class expiring each year and no classification effective before the first annual meeting. Ordinary terms end at the next annual meeting; every director holds over until a successor is elected and qualified (§§ 14A:6-3(1), 14A:6-4(1)) |
No express tie-breaker appears in the surveyed sections. Failure to elect enough directors does not invalidate corporate acts or dissolve the corporation; an unfilled annual-meeting directorship may be filled by the remaining directors, a sole director, or ultimately shareholders. An eligible shareholder may ask Superior Court to confirm the election, order a new election, or grant other just relief (§§ 14A:5-2, 14A:5-27, 14A:6-3, 14A:6-5) |
Federal proxy and exchange systems, beneficial owners and brokers, inspectors beyond routine election administration, removal, fiduciary disputes, and transaction votes remain outside this routine private-company page. Section 14A:5-27's statutory election-review route is identified but contested-election outcomes are not predicted |
| New Mexico verified 2026-08-24 | New Mexico Business Corporation Act, NMSA 1978 §§ 53-11-1 to 53-18-12; ordinary domestic private for-profit stock corporation, subject to articles, bylaws, class/series rights, and other governing records |
Directors elected at first and later annual meetings; any shareholder may seek court-ordered meeting after no annual meeting within any 13-month period; board, 10% holders, or authorized person may call special meeting; substitute action requires unanimous written consent (NMSA 1978 §§ 53-11-28, -36; 53-18-8) |
Residence and share ownership not required unless articles/bylaws say so; those records may prescribe other qualifications; surveyed Act states no general nomination, candidate-consent, advance-notice, ballot, or write-in rule (NMSA 1978 § 53-11-35(A)) |
One vote per share unless articles vary; articles may set preferred/special series voting rights, give debt holders specified election votes, and entitle a share class to elect directors (NMSA 1978 §§ 53-11-16, -33(A), -39(C)) |
Affirmative majority of shares represented and entitled on subject at quorate meeting, unless Act/articles require greater vote or class voting; no separate plurality or vote-against regime (NMSA 1978 § 53-11-32) |
Articles opt-in; eligible shares multiply by eligible seats and votes may be concentrated or distributed among candidates; no separate statutory shareholder advance-notice trigger (NMSA 1978 § 53-11-33(C)) |
If board has 2+ members, articles may create 2 or 3 near-equal classes with matching 2- or 3-year successor terms, effective no earlier than first annual meeting; director holds over until successor qualifies (NMSA 1978 §§ 53-11-36 to -37) |
No express ordinary tie-breaker; majority standard may leave a seat unfilled and incumbent holds over. Any shareholder may seek court-ordered meeting after no annual meeting within 13 months; no specific contested-election merits proceeding appears in surveyed Act (NMSA 1978 §§ 53-11-28(B), -36) |
Articles-created class election and cumulative/classified-board protections also affect removal, but removal and vacancies are separate. Federal proxy, beneficial-owner, broker, public/contested election, fiduciary, control, and transaction rules remain outside scope (NMSA 1978 § 53-11-39) |
| New York verified 2026-08-24 | New York Business Corporation Law, ordinary domestic private business- corporation elections; certificate, bylaws, class or series rights, and bond-voting rights can change the electorate or standard (BCL §§ 518, 602-603, 612, 614-619, 701, 703-704) |
Annual shareholder meeting; written consent is unanimous unless the certificate permits meeting-equivalent consent. After one month past a fixed annual date or 13 months without one, the board must call a special election meeting; later, 10% of eligible votes may demand it. BCL § 619 reviews an election, not merely a delayed meeting (§§ 602(c), 603, 615, 619) |
Director must be at least 18; certificate or bylaws may add qualifications. Bylaws may set reasonable nomination procedures, but an election-procedure amendment needs adequate advance notice reasonably allowing shareholder response (§§ 602(e), 701) |
One vote per record share unless the certificate provides otherwise; certificate may create class or series electorates and may even give bond holders director-election votes (§§ 612(a), 617, 703(a), 518(c)) |
Plurality of votes cast by shares entitled to vote, unless the Act, certificate, or bylaws validly require otherwise; a class election also defaults to plurality absent a stated proportion (§§ 614(a), 617(b)) |
Certificate opt-in only; ordinary votes × directors to be elected, all on one candidate or divided among candidates. Section 618 states no separate shareholder advance-notice trigger (§ 618) |
Certificate or a shareholder-adopted specific bylaw may create two, three, or four near-equal classes with matching two-, three-, or four-year cycles; directors otherwise serve to the next annual meeting and hold over until a successor qualifies (§§ 703-704) |
No express tie-breaker in the surveyed provisions; holdover continues. If too few directors are elected, § 603's special-meeting route applies; an aggrieved shareholder may ask Supreme Court to confirm the election, order a new one, or grant other just relief (§§ 602(c), 603, 619, 703(b)) |
Federal proxy, beneficial-owner, broker, exchange, universal-proxy, and public-company systems; inspector disputes; election-contest merits; removal, ordinary vacancies, fiduciary disputes, control agreements, and transaction votes remain outside this private-company procedure summary |
| North Carolina verified 2026-08-24 | North Carolina Business Corporation Act, ordinary domestic private for- profit corporation; articles, bylaws, class rights, a valid shareholder agreement, formation date, and public-corporation status can change parts of the answer (N.C. Gen. Stat. §§ 55-7-01–04, 55-7-21, 55-7-28, 55-7-31, 55-8-02–06, 55-8-10) |
Directors are elected at the first annual meeting and each annual meeting thereafter unless staggered. A substitute annual meeting may follow a failed annual meeting; a nonpublic corporation must hold a properly demanded 10%-shareholder special meeting, and a shareholder may seek a court-ordered annual meeting after 15 months. Annual director elections by consent require unanimity; cumulated elections by consent always require unanimity (§§ 55-7-01–04, 55-8-03(d)) |
Articles or bylaws may prescribe qualifications; North Carolina residence and share ownership are unnecessary unless those records require them. The surveyed Articles 7 and 8 state no general nomination, candidate-consent, advance-notice, write-in, slate, or ballot rule (§ 55-8-02) |
Default one vote per outstanding share on each matter, subject to article variation and statutory exclusions. Articles may authorize one or more classes to elect all or specified directors, and each such class or classes is a separate voting group (§§ 55-7-21(a), 55-8-04) |
Default plurality of votes cast by shares entitled to vote, at a meeting with a quorum. Articles or a valid § 55-7-31 shareholder agreement may provide another election standard (§§ 55-7-25(e), 55-7-28(a)) |
Articles opt-in for corporations outside the legacy branch. Specified pre- July 1, 1990 corporations retain a nonpublic-company cumulation right that articles may deny or limit subject to a protective vote. Eligible holders multiply votes by directors they may elect and allocate the product. The notice/proxy statement must conspicuously authorize cumulation, or an eligible voter must announce it before voting and trigger a 1-to-4-hour recess unless all agree otherwise (§§ 55-7-28(b)–(e)) |
Articles or a shareholder-adopted bylaw may create 2, 3, or 4 nearly equal groups with corresponding 2-, 3-, or 4-year successor terms. Ordinary terms end at the next annual meeting; a director holds over until a successor is elected and qualifies or board size decreases (§§ 55-8-05–06) |
No express tie-breaker appears in the surveyed election sections. Failure to elect the full authorized number creates a vacancy that shareholders, the board, or the remaining directors may fill unless the articles provide otherwise; a class-elected seat stays with that voting group. Incumbents also have statutory holdover protection, and the court may order a delayed meeting and its mechanics but does not itself choose the winners (§§ 55-7-03, 55-8-05(e), 55-8-10) |
The public-corporation exclusion from the legacy cumulative-voting right, federal proxy and exchange systems, beneficial owners, contested-election litigation, inspectors, removal, ordinary vacancy filling, fiduciary disputes, and transaction votes remain outside this routine private-company election page (§§ 55-7-28(e), 55-7-31(b)) |
| North Dakota verified 2026-08-24 | North Dakota Business Corporation Act, Chapter 10-19.1; ordinary domestic private business-corporation election subject to articles, bylaws, share terms, classes/series, and qualifying control agreements (§§ 10-19.1-00.1, -31, -34 to -39, -83) |
Regular meeting may be annual or less frequent and elects expiring or six-month-due successors; 5% demand after earlier of 6 months post-fiscal year or 15 months since last meeting. Special, court-ordered, unanimous or articles-authorized written action, and ballot routes also exist (§§ 10-19.1-71 to -72.1, -74 to -75.1) |
Articles/bylaws may set qualifications and method of election; bylaws may regulate mail ballots. Directors must be individuals; election ballot may substitute for a meeting unless documents prohibit or limit it (§§ 10-19.1-31, -34, -75.1) |
One vote per share unless articles, bylaws, or share terms provide otherwise; articles/bylaws may create class/series-elected directors (§§ 10-19.1-41(3), -73.2(5)) |
Default plurality of voting power of shares present and entitled to vote at a quorate meeting; articles may replace the default (§ 10-19.1-39(1)) |
Default unless articles opt out; written intent to an officer before meeting or presiding officer before election triggers announcement and cumulation. Votes equal entitled voting power × directors, concentrated or distributed (§ 10-19.1-39(2)) |
Articles/bylaws may create fixed terms up to 5 years, indefinite terms to next regular meeting, and staggered groups whose terms need not be uniform; director holds over until successor is elected and qualifies (§§ 10-19.1-35, -38) |
No express ordinary tie-breaker; holdover continues the incumbent and election failure does not void board/officer acts. Delayed regular or special meeting may be shareholder-called or court-ordered (§§ 10-19.1-35 to -36, -71 to -72.1) |
Public proxy/solicitation, beneficial-owner systems, contested-office, removal, vacancy, fiduciary, control-agreement, and transaction rules remain separate; removal election has its own cumulative-vote rule (§§ 10-19.1-41, -42, -83) |
| Ohio verified 2026-08-24 | Ohio General Corporation Law, ordinary domestic private corporation; articles, shareholder or qualifying director regulations, voting power, issuing-public status, and close-corporation arrangements can change parts of the answer (R.C. §§ 1701.39-.58) |
Annual election at article/regulation-set date, otherwise first Monday of fourth month after fiscal-year close; missed election moves to a purpose- called special meeting. Chair, officers, board, qualifying 25% holders, and authorized persons may call; 7-60-day notice and unanimous consent routes apply (§§ 1701.39-.41, 1701.54) |
Only nominated candidates are eligible; director must be a natural person age 18+ and meet article/regulation qualifications. Current §§ 1701.55-.58 state no general nomination procedure, advance-notice, candidate-consent, write-in, or ballot rule (§§ 1701.55(A), 1701.56(A)(3)) |
Election uses the voting power attached to the shareholder's shares rather than a stated universal one-vote-per-share rule; §§ 1701.55-.58 state no separate class/series electorate, so current share terms and governing documents control the eligible voting power (§§ 1701.55, 1701.57) |
Nominated candidates receiving the greatest number of votes are elected; articles may state alternative election standards (§ 1701.55(A)-(B)) |
Default unless articles eliminate it: written notice 48 hours before the election meeting when meeting notice was at least 10 days, otherwise 24 hours, plus announcement at convening; voting power × seats, concentrated or divided (§ 1701.55(C)-(D)) |
Default through next annual meeting and until successor elected; documents may set terms up to 3 years. Two or 3 classes ordinarily need at least 3 directors each, with a narrow one/two-record-holder exception; class terms need not be uniform but remain capped (§ 1701.57) |
No express tie-breaker; incumbent holds until successor elected. Missed annual election may move to a special meeting, while failure to elect the whole authorized board creates vacancies ordinarily filled by remaining directors (§§ 1701.39, 1701.57-.58) |
Issuing-public classified-board removal, provisional-director proceedings, federal proxy and exchange systems, beneficial owners, contested-election litigation, removal, ordinary vacancy filling, fiduciary disputes, and transaction votes remain outside this routine private election page (§§ 1701.56(B), 1701.58) |
| Oklahoma verified 2026-10-06 | Oklahoma General Corporation Act, 18 O.S. §§ 1001-1144; ordinary domestic private stock corporation director election, subject to certificate and bylaws (18 O.S. §§ 1001, 1027, 1056-1061, 1068, 1070, 1073) |
Annual bylaw-timed election; less-than-unanimous consent substitutes only when every annual-meeting directorship is vacant and filled by the consent; board or certificate/bylaw-authorized callers may call special meeting; after 30 days past set annual date or 13 months when none is set, shareholder or director may obtain court-ordered election with represented voting shares as quorum; no-director route also allows special meeting or court application (18 O.S. §§ 1056(B)-(D), 1068(A)(2)) |
Natural-person director; share ownership unnecessary unless certificate or bylaws require it, and either may add qualifications. No general statutory nomination or advance-notice procedure found; written ballot required unless certificate provides otherwise, with attributable electronic ballot allowed if board authorizes (18 O.S. §§ 1027(B), 1056(E)) |
One vote per share unless certificate varies it; certificate may give a class or series the right to elect one or more directors and set those directors' terms and voting powers (18 O.S. §§ 1057(A), 1027(D)) |
Plurality of votes of shares present or represented and entitled to vote; certificate or bylaws may vary quorum and vote but quorum cannot fall below one-third; no separate statutory vote-against or final-seat tie rule (18 O.S. § 1061) |
Certificate opt-in for all elections or specified circumstances; eligible votes multiply by the number of directors that holder may elect and may be concentrated or distributed; no separate shareholder advance-notice trigger stated (18 O.S. § 1059) |
Certificate, initial bylaw, or shareholder-adopted bylaw may create one, two, or three classes; first terms expire over the next one to three annual meetings, then full matching terms; certificate or bylaw may let board assign incumbents to classes; each director holds over until successor qualifies or earlier resignation/removal (18 O.S. § 1027(B), (D)) |
No express tie-breaker; failure to elect enough directors does not invalidate acts or dissolve corporation. Court may order delayed election, determine a contested election's validity and office entitlement, and order a new election if none was valid; no-director and minority-board vacancy statutes add election routes (18 O.S. §§ 1056(C), 1068(A)(2), (C), 1070(A)) |
Contested-election validity has a separate district-court proceeding; federal proxy, beneficial-owner, inspector, removal, ordinary vacancy, fiduciary, control, and transaction-specific issues remain outside this private-company election survey (18 O.S. § 1070) |
| Oregon verified 2026-08-24 | Oregon Business Corporation Act, ORS chapter 60; ordinary domestic for-profit corporation director election, subject to articles, bylaws, and any qualifying shareholder agreement (ORS 60.001(5), 60.265, 60.951) |
Election at first and later annual meetings unless terms are staggered; board, authorized caller, or private-company 10% vote holders may call or demand a purpose-stated special meeting, with articles variation from below 10% through 25%; unanimous consent by default or articles-authorized meeting-equivalent consent; court route after six-month/fifteen-month annual delay or failed demanded-meeting notice/performance (ORS 60.201, 60.204, 60.207, 60.211, 60.307) |
No Chapter 60 nomination, advance-notice, candidate-consent, slate, or write-in rule found; articles or bylaws may prescribe qualifications, and Oregon residence or share ownership is not required unless they do (ORS 60.304) |
One vote per outstanding share by default, subject to articles and statutory exceptions; articles may assign all or specified seats to one or more classes or series, each a separate voting group for those seats (ORS 60.227, 60.311) |
Plurality of votes cast by shares entitled to vote, at a meeting with a quorum, unless the articles provide otherwise; no separate statutory vote-against or last-seat tie standard (ORS 60.251(1)) |
No cumulative-voting right unless the articles opt in; eligible votes multiply by eligible director seats and may be concentrated or distributed; no separate shareholder advance-notice trigger stated (ORS 60.251(2)-(3)) |
Articles or bylaws may create two or three near-equal groups with matching two- or three-year successor terms; if cumulative voting applies, articles must authorize staggering and every group needs at least three directors; otherwise annual terms, with holdover until successor qualifies or board size decreases (ORS 60.314, 60.317) |
No express ordinary tie-breaker or failed-election vacancy rule; plurality governs and incumbent holds over. Court may compel a delayed annual or demanded special meeting; qualifying private-company deadlock after two consecutive annual dates can support broad relief, including appointment of a director or provisional director (ORS 60.207, 60.314(5), 60.952(1)-(2)) |
Publicly traded shareholder-demand meetings use an articles/bylaw opt-in; listed or regularly traded corporations must appoint inspectors. Federal proxy, beneficial-owner, contested-election, removal, ordinary vacancy, fiduciary, control, and transaction-specific issues remain outside this private-company election survey (ORS 60.204(2), (6), 60.223) |
| Pennsylvania verified 2026-08-24 | Pennsylvania Business Corporation Law, ordinary domestic private business- corporation director elections; articles, shareholder-adopted bylaws, separate electorates, registered-corporation rules, and close-corporation arrangements can change parts of the answer (15 Pa.C.S. §§ 1701, 1722, 1724-1725, 1755-1758, 1766, 1791-1793, 2530) |
At least one calendar-year meeting for director election, ordinarily on 5 days' notice; after 6 months any shareholder may call it. Board, qualifying 20% holders, bylaw-authorized persons, consent, all-seats-vacant, and 30-day court routes also apply (§§ 1704(b), 1725(b)(3), 1755, 1766, 1792) |
Director must be a natural person of full age; bylaws may add qualifications and fair, reasonable nomination procedures or advance notice. Geographic- meeting ballot voting follows a pre-vote shareholder demand; no ballot right applies at a remote-only meeting (§§ 1722, 1758(b)(1), (e), 2530) |
One vote per registered share unless articles provide otherwise and may use reasonable aggregate-holder restrictions; each class or group entitled to elect separately counts its own winners (§ 1758(a)-(b)) |
Highest vote totals fill each class or group's available seats unless a shareholder-adopted bylaw provides otherwise; separate director classes are elected separately (§ 1758(b)(2)-(3)) |
Default unless articles opt out: votes otherwise held × directors elected by the shareholder's class group, placed on one candidate or divided. Certain predecessor-law corporations need an articles opt-in; no separate cumulation notice appears in the current section (§ 1758(c)) |
Bylaws set the term, one year by default; a classified board has near-equal classes, at least one expiring yearly, and terms no longer than 4 years. Director holds over until a successor is selected and qualified (§ 1724(a)-(b)) |
No separate tie-breaker in the cited election sections; holdover continues. After a no-quorum adjournment, attendees may elect; all-vacant boards have a special-call route, and courts may order, conduct, or review an election (§§ 1724(a), 1725(b)(3), 1756(b)(1), 1791-1793) |
Registered-corporation nomination qualifications have a separate statutory limit; federal proxy and exchange systems, beneficial owners, judges of election, removal, ordinary vacancy filling, fiduciary disputes, and transaction votes remain outside this private-company election page (§ 2530) |
| Rhode Island verified 2026-08-24 | Rhode Island Business Corporation Act, Chapter 7-1.2; ordinary domestic private business corporation subject to articles, bylaws, class/series rights, voting agreements, and special-entity law (R.I. Gen. Laws § 7-1.2-101) |
Directors elected at first and later annual meetings; articles may authorize meeting-equivalent less-than-unanimous written consent with no election or cumulation exception. Shareholder may seek court-ordered meeting after any 13-month period without annual meeting; if no directors remain, specified persons may call or seek court-ordered election (§§ 7-1.2-701(a), (f), -707, -802, -804) |
Articles/bylaws may prescribe director qualifications; residence and share ownership unnecessary unless they require it. Surveyed Act states no general nominee-consent, advance-notice, proxy-access, slate, write-in, or ballot- form rule (§§ 7-1.2-701(f), -801(a)) |
One vote per outstanding share unless articles limit, enlarge, or deny class/ series rights; articles may give a class or series one or more director seats with distinct terms and voting powers (§§ 7-1.2-708(a), -803) |
Plurality of votes of shares present or represented and entitled to vote; board-adopted bylaw may not require a greater number or class vote, while a greater articles vote controls. No separate statutory vote-against or resignation system (§§ 7-1.2-705(b), -706) |
No right unless articles opt in for all or specified elections; votes equal owned shares multiplied by eligible seats and may be concentrated or distributed. Section states no meeting-materials or shareholder advance- notice condition (§ 7-1.2-708(d)) |
Only with 9+ directors: articles may create 2 or 3 near-equal classes with matching 2- or 3-year successor terms; classification starts no earlier than first annual meeting. Ordinary annual term includes holdover until successor is elected and qualified (§§ 7-1.2-802 to -803) |
No express ordinary tie-breaker; unsuccessful election leaves incumbent holding over. Superior Court immediately hears election, competing-office, and voting-right petitions and may confirm, order a new election, or grant just relief; all-seats-vacant election route also exists (§§ 7-1.2-701(f), -802, -804) |
Federal proxy/solicitation, exchange, broker/beneficial-owner, contested- election strategy, removal, ordinary vacancy filling, fiduciary, control, appraisal, and transaction rules remain separate; surveyed election sections state no public-company-only vote standard |
| South Carolina verified 2026-08-24 | South Carolina Business Corporation Act of 1988, S.C. Code Title 33, Chapters 1 through 20; ordinary domestic private business corporation, principally §§ 33-7-101 through -105, 33-7-210, 33-7-250, 33-7-280, and 33-8-102 through -106 |
Directors are elected at first and later annual meetings unless staggered; unanimous written consent may substitute for annual-meeting action. Board/ governing-document callers and, for a nonpublic corporation, 10% holders may call or demand a special meeting. Circuit court may order a meeting after the 9-month/18-month annual delay or an unmet valid special demand (§§ 33-7-101 through -104, 33-8-103(d)) |
Directors must be individuals; articles/bylaws may prescribe qualifications, but South Carolina residence and share ownership are not required unless those records say so. The surveyed provisions state no general nomination, candidate-consent, advance-notice, write-in, slate, or ballot-listing rule (§§ 33-8-102 through -103) |
Default 1 vote per outstanding share regardless of class, subject to articles variation and statutory exclusions. Articles may give one or more classes the right to elect all or specified seats, and each such class is a separate voting group for that election (§§ 33-7-210, 33-8-104) |
Default plurality of votes cast by eligible shares at a meeting with quorum; articles may provide another standard. The general votes-for- exceed-votes-against rule expressly excludes director elections (§§ 33-7-250(c), (e), 33-7-280(a)) |
Default cumulation unless articles opt out. Votes multiply by eligible seats and may be concentrated or distributed. Exercise needs conspicuous meeting/proxy notice, 48-hour written officer notice, or a holder's meeting announcement before voting; one activation covers all eligible holders, with a requested recess up to 2 hours (§ 33-7-280(b)-(d)) |
If the board has at least 6 directors, articles may create 2 or 3 near-equal groups with corresponding 2- or 3-year successor terms. Otherwise terms end at the next annual meeting; an expired-term director holds over until a successor qualifies or board size decreases (§§ 33-8-105 through -106) |
Plurality applies but no separate last-seat tie-breaker is stated. Holdover continues until a qualified successor or board-size decrease; circuit- court relief compels a delayed meeting and may tailor electorate, notice, record date, and quorum, but does not declare a vote-count result (§§ 33-7-103, 33-7-280(a), 33-8-105(e)) |
The ordinary 10% holder special-meeting demand is automatic for a nonpublic corporation but requires an articles election for a public corporation. Federal proxy and exchange systems, beneficial owners, contested-election litigation, removal, ordinary vacancy filling, fiduciary disputes, control arrangements, and transaction votes remain outside this routine private- company page (§§ 33-7-102(a)(2), 33-7-230, 33-8-108 through -110) |
| South Dakota verified 2026-08-24 | South Dakota Business Corporation Act, Chapter 47-1A; ordinary domestic private business-corporation election, subject to articles, bylaws, and class voting rights (§§ 47-1A-101, -206, -804) |
Directors elected at first and later annual meetings; unanimous shareholder consent may substitute. General special-meeting rules do not create the ordinary election route; circuit court may order an annual meeting at the earlier of 6 months after fiscal-year end or 15 months after the last annual meeting (§§ 47-1A-701 to -704, -803) |
Articles/bylaws may prescribe qualifications; no South Dakota residency or share ownership unless they require it. Candidate and ballot procedures follow lawful governing-document provisions (§§ 47-1A-206, -802) |
One vote per outstanding share unless articles provide otherwise; articles may let one or more share classes elect all or specified directors, and each such class is a separate election voting group (§§ 47-1A-721, -804) |
No ordinary statutory plurality or majority winner formula: § 47-1A-725's votes-for-exceed-against rule expressly excludes director elections; articles may require a greater vote (§§ 47-1A-725, -727 to -728) |
Statutory right without articles opt-in: entitled votes × directors the shareholder may vote for, concentrated on one candidate or distributed among 2+ candidates; section states no advance-notice trigger (§ 47-1A-728) |
Articles may create 2 or 3 near-equal groups with matching 2- or 3-year successor terms; ordinary term ends at next annual meeting, but director holds over until successor is elected and qualifies (§§ 47-1A-805 to -806) |
No express ordinary tie-breaker; holdover preserves incumbents and delayed- meeting relief is available. Shareholder deadlock plus failure across at least 2 consecutive annual-meeting dates can support a judicial-dissolution proceeding (§§ 47-1A-703, -805, -1430(2)(c)) |
Exchange-listed or regularly market-traded corporations must appoint inspectors; a private corporation may do so. Federal proxy, beneficial- owner, contest, removal, vacancy, fiduciary, dissolution merits, and transaction rules remain separate (§§ 47-1A-729, -1430) |
| Tennessee verified 2026-08-24 | Tennessee Business Corporation Act, Title 48, chapters 11–27, ordinary domestic private business corporation; charter, bylaws, class or series rights, director qualifications, term design, cumulative-voting language, and the special 50-or-fewer-shareholder board alternative can change parts of the answer (§§ 48-17-101–104, 48-17-202, 48-17-206, 48-17-209, 48-18-101–107) |
Directors elected at the first and later annual meetings unless longer or staggered terms apply; unanimous consent works, and the charter may authorize meeting-equivalent consent. An eligible shareholder may seek a court-ordered annual meeting after the earlier of 6 months after fiscal-year end or 15 months after the last annual meeting; a valid special-demand signer has a separate enforcement route (§§ 48-17-101–104, 48-18-103(d)) |
Charter or bylaws may prescribe qualifications; Tennessee residence and share ownership are unnecessary unless those records require them. The surveyed provisions state no general nomination, candidate-consent, advance-notice, write-in, slate, or ballot rule (§§ 48-18-102–103) |
Default 1 vote per outstanding share regardless of class, subject to statutory exclusions and charter variation; charter may also confer voting power on debt holders. Charter may let classes or series elect all or specified directors, and each electing class, classes, or series is a separate voting group (§§ 48-17-202, 48-18-104) |
Default plurality of votes cast by eligible shares at a meeting with quorum; the charter may provide another standard. The ordinary voting-group votes-for-exceed-votes-against rule expressly excludes director elections (§§ 48-17-206, 48-17-209(a)) |
Charter opt-in only. Eligible holders multiply votes by directors they may vote for and allocate the product. Meeting use requires conspicuous notice or proxy disclosure, or one eligible shareholder's notice at least 48 hours beforehand, which opens cumulation to that voting group (§ 48-17-209(b)–(d)) |
Charter may set unclassified terms longer than 1 but no more than 3 years, or divide directors into 2 or 3 nearly equal groups with corresponding 2- or 3-year staggered terms. Otherwise terms end at the next annual meeting; the director holds over until a successor qualifies or board size decreases (§§ 48-18-103, 48-18-105–106) |
No express tie-breaker or election-created vacancy appears in the surveyed provisions. Plurality or the charter's alternative, default holdover, and the overdue-election court route control; a resignation conditioned on failing a specified election vote may be irrevocable (§§ 48-17-103, 48-17-209, 48-18-105(e), 48-18-107(b)) |
Federal proxy and exchange systems, beneficial owners, inspectors, contested-election litigation, director removal, ordinary vacancy filling, fiduciary disputes, control arrangements, and transaction votes remain outside this routine private-company election page |
| Texas verified 2026-08-24 | Texas Business Organizations Code Chapters 6 and 21; ordinary domestic private for-profit corporation, subject to certificate, bylaws, class or series rights, vintage, and separate listed-company rules (Tex. Bus. Orgs. Code §§ 6.201-.202, 21.351, 21.359-.362, 21.402, 21.405, 21.407-.408) |
Directors elected at first and later annual meetings; after prior written request, shareholder may seek court-ordered meeting if neither annual meeting nor substitute consent occurs within 13 months. Consent is unanimous by default or meeting-equivalent if certificate authorizes (§§ 21.351, 21.405, 6.201-.202) |
No general nomination or ballot form in surveyed Chapters 6 and 21; certificate/bylaws may set qualifications, and residence or shareholder status is not required unless those records say otherwise (§ 21.402) |
One vote per outstanding share unless certificate or Code provides otherwise; certificate may give a class, series, or group the right to elect one or more directors (§§ 21.366, 21.405(b)) |
Plurality default; certificate or bylaws may require at least a majority of all entitled shares, entitled shares represented at quorum meeting, or votes cast at quorum meeting (§ 21.359) |
Post-Aug. 31, 2003 corporations need express certificate authorization; pre-Sept. 1, 2003 corporations default to cumulation unless certificate limits it. Written notice to secretary due by day before election; all eligible holders then may cumulate (§§ 21.360-.362) |
Annual term through successor qualification; certificate or bylaws may create two or three similar-sized staggered classes. If cumulative voting exists, classification unavailable with fewer than nine directors (§§ 21.407-.408) |
No election-specific tie-breaker in surveyed Code chapters; majority-rule failure leaves no elected successor, while incumbent term continues until a successor qualifies; annual-meeting court route applies after statutory request and 13-month failure (§§ 21.351(b), 21.407) |
Listed-company proxy and proposal systems, contested-election remedies, removal, ordinary vacancies, fiduciary disputes, control arrangements, and transaction-specific class or approval votes remain separate |
| Utah verified 2026-10-02 | Utah Revised Business Corporation Act, Utah Code Title 16, Chapter 10a; ordinary domestic for-profit corporation director election, subject to articles and bylaws (Utah Code §§ 16-10a-101, -102(11), -701 to -732, -801 to -806, -1023) |
Annual election; director consent only by unanimity; board, bylaw-authorized caller, or 10% vote holders may trigger special meeting; shareholder or director court route after 15 months from last annual meeting or incorporation, and demand participant route after 60-day notice failure or unperformed meeting (Utah Code §§ 16-10a-701 to -704, -803(3)) |
Natural-person director; articles/bylaws may add qualifications, including residence or share ownership; no general statutory nomination, candidate- consent, ballot, or advance-notice rule for an ordinary private corporation (Utah Code § 16-10a-802) |
Each shareholder may cast ordinary eligible votes for as many candidates as seats the holder may elect; articles may assign all or part of board to one or more classes or series, each a separate voting group for its seats (Utah Code §§ 16-10a-728(1), -804) |
Plurality of votes cast by shares entitled to vote at meeting with quorum, unless articles or chapter vary it; special vote-against bylaw exists only for qualifying exchange-listed or regularly traded corporation, not the ordinary private company (Utah Code §§ 16-10a-728(2), -1023) |
Articles opt-in; eligible votes multiply by eligible seats and may be concentrated or distributed; applies at each election unless articles set alternative exercise procedures; no statutory shareholder advance-notice trigger (Utah Code § 16-10a-728(3)-(5)) |
Articles may create two or three near-equal groups with matching two- or three-year successor terms; annual term otherwise; director holds over until successor elected and qualified or board size decreases unless articles or public-only vote-against bylaw changes result (Utah Code §§ 16-10a-805 to -806) |
No express ordinary tie-breaker; plurality and holdover govern. Missing annual meeting does not invalidate action or dissolve corporation; court may order delayed annual or demanded special meeting and set time, place, electorate, record date, notice, quorum, and related terms (Utah Code §§ 16-10a-701(3), -703, -805(5)) |
Public-only vote-against bylaw is separate; federal proxy, beneficial-owner, contested-election, removal, ordinary vacancy, fiduciary, control, and transaction-specific issues remain outside this private-company survey (Utah Code § 16-10a-1023) |
| Vermont verified 2026-08-24 | Vermont Business Corporation Act, Title 11A; ordinary domestic for-profit corporation, subject to articles, bylaws, class rights, and qualifying shareholder agreements (11A V.S.A. §§ 1.01, 1.40(4), 7.32) |
Directors elected at first and later annual meetings; board/document callers or 10% holders may call special meeting. General unanimous consent, or articles-authorized majority consent with prior notice, may substitute; Superior Court route after earlier of 6 months post-fiscal year or 15 months since last annual (§§ 7.01-.04, 8.03(b)) |
Articles/bylaws may set qualifications; no Vermont residency or shareholder status unless they require it. Surveyed Chapters 7 and 8 state no general private-company nomination deadline or prescribed ballot (§ 8.02) |
One vote per outstanding share unless articles or statutory exceptions provide otherwise; articles may give classes specified director seats as separate election voting groups (§§ 7.21, 8.04) |
At a quorate meeting, default plurality of votes cast by entitled shares; articles may alter the election standard. General votes-for-exceed-votes- against rule expressly excludes director elections (§§ 7.25(c), 7.28(a)) |
Articles-only opt-in; votes equal normal votes × eligible seats, concentrated or distributed. Meeting notice/proxy must conspicuously disclose cumulation, or one eligible holder must notify corporation at least 48 hours before meeting, enabling the whole voting group (§ 7.28) |
Articles may create 2-5 near-equal groups and matching successor terms up to 5 years; ordinary term otherwise ends next annual meeting. Director holds over until successor qualifies or board size decreases (§§ 8.05-.06) |
No express ordinary tie-breaker; holdover continues incumbent. Missed annual meeting does not invalidate action; qualifying shareholder may seek summary Superior Court meeting order (§§ 7.01, 7.03, 8.05(e)) |
Proxy, beneficial-owner, contested-election, removal, vacancy, fiduciary, shareholder-agreement, close-corporation, public-company, and transaction rules remain separate; cumulative voting protects against some removals (§§ 7.22-.24, 7.32, 8.08, 8.10, 20.08) |
| Virginia verified 2026-08-24 | Virginia Stock Corporation Act, ordinary domestic private stock corporation; articles, bylaws, voting-group rights, nominee qualifications, cumulative-voting language, shareholder agreements, and public-company status can change parts of the answer (Va. Code §§ 13.1-654–69, 13.1-671.1, 13.1-674–78, 13.1-682) |
Directors are elected at the first and later annual meetings unless valid written consent or staggered terms apply. Any shareholder may seek a court- ordered annual meeting after 15 months without a meeting or effective substitute consent. Special callers include chair, president, board, and document-authorized persons; a nonpublic corporation with 35 or fewer record shareholders has a variable or excludable 20%-vote demand route (§§ 13.1-654–57, 13.1-675(C)) |
Articles or bylaws may set director and nominee qualifications, subject to statutory duty-protection and timing limits. Virginia residence and share ownership are unnecessary unless those records require them. Every named or elected director must consent beforehand. The surveyed sections state no general nomination deadline, write-in, slate, or ballot rule (§§ 13.1-674, 13.1-675(D)) |
Share voting and article variation follow the ordinary shareholder rules. Articles may let one or more classes or series elect all or specified directors, and the electing class or series combination is a separate voting group (§ 13.1-676) |
Default plurality of votes cast by eligible shares at a meeting with quorum; articles or bylaws may provide another standard. The ordinary votes-for- exceed-votes-against rule expressly excludes director elections, and ordinary voting-group quorum is a majority of eligible votes subject to the statutory one-third floor (§§ 13.1-666, 13.1-668–69) |
Articles opt-in only. Eligible holders multiply votes by directors they may elect and concentrate or distribute the product. Cumulation at a meeting requires the meeting notice or accompanying proxy statement to state conspicuously that it is authorized; a cumulative election by written consent must be unanimous (§ 13.1-669(B)–(E)) |
Articles may create 2 or 3 nearly equal groups with corresponding 2- or 3-year terms. Ordinary terms end at the next annual meeting; articles may shorten a term when a nominee fails a specified vote and may displace the default holdover, otherwise the director serves until a successor qualifies or board size decreases (§§ 13.1-677–78) |
No express statutory tie-breaker or election-created vacancy appears in the surveyed sections. The governing-document election standard, default holdover, any articles-based failed-vote shorter term, and the overdue- election court route control; ordinary vacancies use shareholder, board, or remaining-director filling unless articles provide otherwise (§§ 13.1-656, 13.1-677, 13.1-682) |
Public-company demand and partial-consent rules, federal proxy and exchange systems, beneficial owners, contested-election litigation, inspectors, removal, ordinary vacancy filling, fiduciary disputes, and transaction votes remain outside this routine private-company election page |
| Washington verified 2026-08-24 | Washington Business Corporation Act, ordinary domestic private business corporation; articles, bylaws, formation date, class or series rights, cumulative-voting language, shareholder agreements, and public-company status can change parts of the answer (RCW 23B.07.010–.040, 23B.07.210, 23B.07.250–.280, 23B.08.020–.060, 23B.08.100) |
Annual election at the bylaw-set time unless valid written consent substitutes. A voting shareholder may seek a court-ordered annual meeting after the earlier of 6 months after fiscal-year end or 15 months after the last meeting or substitute consent. Board/document callers and a default 10%-vote special demand apply; private-company documents may raise the demand no higher than 25% (§§ 23B.07.010–.040, 23B.08.030(3)) |
Director must be an individual; Washington residence and share ownership are unnecessary unless articles or bylaws require them, and those records may add qualifications. The surveyed sections state no general nomination, candidate-consent, advance-notice, write-in, slate, or ballot rule (§§ 23B.08.020–.030) |
Default one vote per outstanding share regardless of class or series, subject to article variation and statutory exclusions. Articles may give one or more classes or series the right to elect all or specified directors; each electing combination is a separate voting group (§§ 23B.07.210, 23B.08.040) |
For an ordinary private corporation, candidates with the largest vote totals win up to the number of seats unless articles provide otherwise. Ordinary voting-group quorum is a majority of eligible votes, and the votes-for- exceed-votes-against rule expressly excludes director elections (§§ 23B.07.250, 23B.07.280(4)); a separate public-company bylaw route is out of scope |
Pre-2020 corporation defaults to cumulation unless articles opt out; newer corporation requires articles opt-in. Eligible holders multiply votes by directors they may elect and allocate the product. Meeting use requires conspicuous notice/proxy disclosure or one eligible shareholder's notice at least 72 hours beforehand, which opens cumulation to that voting group (§ 23B.07.280(1)–(3)) |
Articles may create 2 or 3 nearly equal groups with corresponding 2- or 3-year terms; when cumulation is authorized, at least 3 directors must be elected at each annual meeting. Ordinary terms end at the next annual meeting; articles may set a shorter failed-vote term or displace holdover, otherwise the director serves until a successor qualifies or board size decreases (§§ 23B.08.050–.060) |
No express tie-breaker or election-created vacancy appears in the surveyed sections. Largest vote totals, articles variation, any articles-based failed-vote shorter term, default holdover, and the overdue-election court route control; ordinary vacancies use shareholder, board, or remaining- director filling unless articles provide otherwise (§§ 23B.07.030, 23B.07.280(4), 23B.08.050, 23B.08.100) |
The public-company majority-voting bylaw route, federal proxy and exchange systems, beneficial owners, contested-election litigation, inspectors, removal, ordinary vacancy filling, fiduciary disputes, and transaction votes remain outside this routine private-company election page |
| West Virginia verified 2026-08-24 | West Virginia Business Corporation Act, W. Va. Code §§ 31D-1-101 to 31D-17-1703; ordinary domestic private for-profit corporation, subject to articles, bylaws, class rights, shareholder agreements, and controlling special-corporation chapters |
Directors elected at first and later annual meetings unless terms are staggered; shareholder action without meeting requires unanimous signed consent. Entitled shareholder may seek court-ordered meeting after earlier of 6 months after fiscal-year end or 15 months after last annual meeting; late meeting does not invalidate action (§§ 31D-7-701, -703 to -704, 31D-8-803) |
Articles/bylaws may prescribe director qualifications; residence and share ownership are unnecessary unless governing documents require shareholder status. Surveyed Act states no general nominee-consent, advance-notice, ballot, proxy-access, or write-in rule (§ 31D-8-802) |
One vote per outstanding share unless articles vary, subject to controlled- corporation and redeemed-share exceptions; articles may let one or more classes elect specified directors as a separate voting group (§§ 31D-7-721, 31D-8-804) |
Default plurality of votes cast by entitled shares at quorate meeting; articles may provide otherwise. Surveyed Act states no separate statutory majority-voting, vote-against, resignation, or contested-election exception (§§ 31D-7-725, -727 to -728) |
Statutory right for every entitled shareholder or designated voting group; votes multiply by eligible seats and may be concentrated or distributed. Meeting use also requires conspicuous meeting/proxy notice or one holder's notice at least 48 hours beforehand, opening cumulation to group (§ 31D-7-728) |
Only with 9+ directors: articles may create 2 or 3 near-equal groups with matching 2- or 3-year successor terms; ordinary term ends at next annual election and incumbent holds over until successor qualifies or board size decreases (§§ 31D-8-805 to -806) |
No express ordinary tie-breaker; failed election leaves incumbent holding over. Delayed-meeting order remains available; voting-power deadlock and failure across at least 2 consecutive annual meeting dates may support shareholder judicial-dissolution proceeding (§§ 31D-7-703, 31D-8-805, 31D-14-1430(2)(C)) |
Listed or regularly traded corporation must appoint inspectors; private corporation may. Federal proxy/solicitation, broker/beneficial-owner, contested-result litigation, removal, vacancy, fiduciary, control, appraisal, and transaction rules remain separate (§§ 31D-7-729, 31D-8-808 to -810) |
| Wisconsin verified 2026-08-24 | Wisconsin Business Corporation Law, Wis. Stat. ch. 180; ordinary domestic private business corporation, principally §§ 180.0701-.0705, 180.0721, 180.0725, 180.0728, and 180.0802-.0806 |
Directors are elected at the first and later annual meetings unless terms are staggered. Board/bylaw callers and 10% voting holders may call or demand a special meeting; a shareholder may petition circuit court after the statutory annual delay or an unnotified valid demand. Unanimous consent is always available; articles may authorize meeting-equivalent consent except for a cumulative election (§§ 180.0701-.0704, 180.0803(3)) |
Directors must be natural persons; Wisconsin residence and share ownership are unnecessary unless the articles or bylaws require them. The surveyed provisions state no general nomination, candidate-consent, advance-notice, write-in, slate, or ballot-listing rule (§ 180.0802-.0803) |
Default 1 vote per outstanding share regardless of class, subject to articles variation and statutory exclusions. Articles may assign all or specified seats to one or more share classes, which vote as a separate group for that election (§§ 180.0721, 180.0804) |
Default plurality at a meeting with quorum: the candidates with the largest vote totals win up to the number of seats. Articles may provide another standard; votes against a candidate have no legal effect and are not votes cast for the election (§§ 180.0725, 180.0728(1), (4)) |
Articles opt-in only. Eligible votes multiply by eligible seats and may be concentrated or distributed. Cumulation at a meeting needs conspicuous meeting/proxy notice or a holder's notice at least 48 hours before the meeting; one holder's notice activates the right for the whole voting group (§ 180.0728(2)-(3)) |
Articles, or bylaws authorized by the articles, may divide directors into 2 or 3 staggered groups with corresponding 2- or 3-year successor terms. Otherwise terms expire at the next annual meeting; an expired-term director holds over until a successor is elected and, if needed, qualifies, or the board size decreases (§§ 180.0805-.0806) |
Plurality chooses the largest vote totals but states no separate last-seat tie-breaker. An incumbent whose term expires continues until a successor is elected and qualifies; circuit-court relief compels a delayed meeting, not a judicial declaration of the election result (§§ 180.0703, 180.0728(1), 180.0805(3)) |
A statutory close corporation with articles-based cumulation may rely on cumulation at the last election instead of fresh meeting or 48-hour notice. Federal proxy and exchange systems, beneficial-owner mechanics, contested- election litigation, removal, ordinary vacancy filling, fiduciary disputes, control arrangements, and transaction votes remain outside this routine private-company page (§§ 180.0723, 180.0728(3)(c), 180.0808-.0810) |
| Wyoming verified 2026-08-24 | Wyoming Business Corporation Act, Title 17, Chapter 16; ordinary domestic private for-profit corporation, subject to articles, bylaws, class rights, and qualifying shareholder agreements (W.S. §§ 17-16-101, 17-16-140(a)(iv), 17-16-732) |
Annual election unless permitted consent substitutes; board/document callers or generally 10% holders may call special meeting. Superior Court route after earlier of 6 months post-fiscal year or 15 months since last annual meeting (§§ 17-16-701-.704, 17-16-803(c)) |
Articles/bylaws may set qualifications; no Wyoming residency or shareholder status unless they require it. Surveyed Title 17 states no general private- company nomination deadline or prescribed ballot (§ 17-16-802) |
One vote per outstanding share unless articles or statutory exceptions provide otherwise; articles may give classes specified director seats as separate election voting groups (§§ 17-16-721, 17-16-804) |
At a quorate meeting, default plurality of votes cast by entitled shares; articles may alter the standard. Separate vote-against bylaw regime applies only to a public corporation (§§ 17-16-728(a), 17-16-1022) |
Articles-only opt-in; votes equal normal votes × eligible seats, concentrated or distributed. Meeting notice/proxy must conspicuously disclose cumulation, or one eligible holder must notify corporation at least 48 hours before meeting, enabling the whole voting group (§ 17-16-728) |
Articles may create 2 or 3 near-equal groups with matching 2- or 3-year successor terms; ordinary term otherwise ends next annual meeting. Director holds over until successor qualifies or board size decreases (§§ 17-16-805-.806) |
No express ordinary tie-breaker; holdover continues incumbent. Missed annual meeting does not invalidate action; qualifying shareholder may seek summary district-court meeting order (§§ 17-16-701(c), 17-16-703, 17-16-805(e)) |
Proxy, beneficial-owner, inspector, contested-election, removal, vacancy, fiduciary, shareholder-agreement, public-company, and transaction rules remain separate; cumulative voting protects against some removals (§§ 17-16-722-.724, -729, -732, -808, -810, -1022) |
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