(1) The right of the members, or any
class or classes of members, to vote may be limited, enlarged or
denied to the extent specified in the articles of incorporation
or the bylaws. Unless so limited, enlarged or denied, each
member, regardless of class, shall be entitled to one vote on
each matter submitted to a vote of members.
(2) A member may vote in person or, if so authorized by the
articles of incorporation or the bylaws, may vote by mail, by
electronic transmission, or by proxy in the form of a record
executed by the member or a duly authorized attorney-in-fact. No
proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
(3) If specifically permitted by the articles of
incorporation or bylaws, whenever proposals or directors or
officers are to be elected by members, the vote may be taken by
mail or by electronic transmission if the name of each candidate
and the text of each proposal to be voted upon are set forth in a
record accompanying or contained in the notice of meeting. If
the bylaws provide, an election may be conducted by electronic
transmission if the corporation has designated an address,
location, or system to which the ballot may be electronically
transmitted and the ballot is electronically transmitted to the
designated address, location, or system, in an executed
electronically transmitted record. Members voting by mail or
electronic transmission are present for all purposes of quorum,
count of votes, and percentages of total voting power present.
(4) The articles of incorporation or the bylaws may provide
that in all elections for directors every member entitled to vote
shall have the right to cumulate his [or her] vote and to give
one candidate a number of votes equal to his [or her] vote
multiplied by the number of directors to be elected, or by
distributing such votes on the same principle among any number of
such candidates.
[2004 c 265 § 11; 1969 ex.s. c 115 § 2; 1967 c 235 § 18.]
NOTES:
Greater voting requirements: RCW 24.03.455.