At all elections of directors or trustees there must

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Election of directors or trustees.- At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote. The electionmust be by ballot if requested by any voting stockholder or member. In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books of the corporation, or where the by-laws are silent,at the time of the election; and said stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, That the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the corporation multiplied bythe whole number of directors to be elected: Provided, however, That no delinquent stock shall be voted. Unless otherwise provided in the articles of incorporation or in the by-laws, members of corporations which have no capital stock may cast as many votes as there are trustees to be elected but may not cast more than one vote for one candidate. Candidates receiving the highest number of votes shall be declared elected. Any meeting of the stockholders or members called for an election may adjourn from day to day or from time to time but not sine
die or indefinitely if, for any reason, no election is held, or if there are not present or represented by proxy, at themeeting, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the member entitled to vote. (31a)How Board is electedoWho? By owners of majority of outstanding capital stock or by membersoStockholders/members may be present in personor by written proxyoDelinquent shares cannot voteoNo. of votes = No. of shares x No. of directors to be electedoCumulative voting: All votes may be cast for a candidate or distributed among themDoes not apply to non-stock corporationsoViva voce (live voice), or by ballot, if requestedWhen Board is electedoGeneral RuleDuring the annual or regular stockholders'/members' meetingoExceptionsDuring a specialstockholders'/members' meetingIf there are vacancies and the Board failed to fill it due to lack of quorumIf the vacancy arises due to director's removal or term expiryIf the vacancy is by reason of increase in number of directors/trusteesSection 25.Corporate officers, quorum.- Immediately after their election, the directors of a corporation must formally organize by the election of a president, who shall be a director, a treasurer who may or may not be a

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