Where the articles of a company provide for cumulative voting, the following rules apply—
(a) the articles shall require a fixed number, and not a minimum and maximum number of directors;
(b) each shareholder who is entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by him or her, multiplied by the number of directors to be elected, and he or she may cast all his or her votes in favour of one candidate, or distribute them among the candidates in any manner;
(c) a separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting 2 or more persons to be elected by a single resolution;
(d) if a shareholder votes for more than one candidate without specifying the distribution of his or her votes among the candidates, he or she distributes his or her votes equally among the candidates for whom he or she votes;
(e) if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled;
(f) each director ceases to hold office at the close of the first annual meeting of shareholders following his or her election;
(g) a director may not be removed from office if the votes cast against his or her removal would be sufficient to elect him or her and those votes could be voted cumulatively at the election at which the same total number of votes were cast and the number of directors required by the articles were then being elected; and
(h) the number of directors required by the articles may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and those votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were then being elected.