A. Members shall not be entitled to vote, except as the right to vote shall be conferred by the articles of incorporation.

B. A member 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 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 the articles of incorporation or the bylaws so provide, voting on all matters, including the election of directors or officers where they are to be elected by the members, may be conducted by mail.

C. 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 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.

D. If a corporation has no members or the members have no right to vote, the directors shall have the sole voting power and shall have all the authority and may take any action herein permitted by members. ONCA 21-27, eff. Apr. 6, 2021.