KRS 273.201: Voting.

(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 (1) vote on each matter submitted to a vote of members.

(2) A member entitled to vote may vote in person or, unless the articles of

incorporation or the bylaws otherwise provide, may vote by proxy executed in

writing by the member or by his duly authorized attorney-in-fact. No proxy shall be

valid after eleven (11) months from the date of its execution, unless otherwise

provided in the proxy. Where directors or officers are to be elected by members, the

bylaws may provide that such elections may be conducted by mail.

(3) 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 vote and

to give one (1) candidate a number of votes equal to his 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.

(4) If a corporation has no members or its members have no right to vote, the directors

shall have the sole voting power.