How many votes is each shareholder entitled to?

Each outstanding share of the corporation’s stock is generally entitled to one vote on each matter submitted to a vote of the shareholders, so a shareholder usually has as many votes as she does shares. Cal. Corp. Code § 700(a). The corporation’s articles of incorporation may, however, provide for more or less than one vote for any share on any matter. Cal. Corp. Code § 112. There is another exception to the one share, one vote principle for an election of directors, at which a shareholder may (1) cumulate her votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are normally entitled, or (2) distribute her votes among the candidates as she sees fit, so long as the shareholder gives notice prior to the meeting at which directors will be elected of her intention to cumulate her votes. Cal. Corp. Code § 708(a), (b). For example, a shareholder who owns 100 shares of stock normally has 100 votes to cast. But if three directors are to be elected at a shareholders’ meeting, that same shareholder has 300 votes to cast, which she can give all to one candidate in nomination or distribute among the candidates as she sees fit (e.g., 200 votes for one candidate and 100 votes for another). To keep things fair, if any one shareholder gives notice that she intends to cumulate her votes, then all of the other shareholders may cumulate their votes as well.