Corporation X is located in a state that requires the chair holder to be able to cumulatively vote their shares. The minority shareholder of the corporation holds ten shares which he can vote. The two majority shareholders hold a total of 90 shares which they always vote together. By using cumulative voting to its best advantage, how many members of the board of directors can the minority shareholder ensure will be elected if they are voting for ten directors?

A.None. Because he can only vote ten shares, he will be defeated 90 to 10 on every board of director seat for which he votes.

B.Five. Under the terms of cumulative voting, the minority shareholders are guaranteed a representation of one-half on the board of directors.

C.One. By exercising cumulative voting, the minority can use all 100 of his cumulative votes (10 votes for 10 directors) to vote for one particularly director. By doing this, he ensures that he will defeat the 90 votes that all of the other board of director candidates will receive and will elect one member of the board.

D.One. Under the terms of cumulative voting minority shareholders are guaranteed a representation on the board of directors which is equal to the percentage of the shares of stock which they own.