KRS 271B.7-280: Voting for directors -- Cumulative voting.

(1) Unless otherwise provided in the articles of incorporation, directors are elected by a

plurality of votes cast by the shares entitled to vote in the election at a meeting at

which a quorum is present. A "plurality" means that the individuals with the large st

number of votes are elected as directors up to the maximum number of directors to

be chosen at the election.

(2) Shareholders do not have the right to cumulate their votes for directors unless the

articles of incorporation so provide.

(3) A statement included in the articles of incorporation that "all, or a designated group

of, shareholders are entitled to cumulate their votes for directors," or words of

similar import, means that the shareholders designated are entitled to multiply the

number of votes t hey are entitled to cast by the number of directors for whom they

are entitled to vote and cast the product for a single candidate or distribute the

product among two (2) or more candidates.