For the second time in six months, shareholders of Cedar Fair LP are expected to gather in Erie County on Thursday for a special shareholders meeting where they will vote on changes to the company that its largest shareholder demanded.

Those at Thursday’s meeting, to be at 9 a.m. at the Cedar Point Center at Bowling Green State University’s Firelands College west of Huron, Ohio, will vote on two proposals that will change Cedar Fair’s partnership rules to allow shareholders to nominate candidates for the company’s board of directors.

Since Cedar Fair became a public partnership in 1987, only its corporate board has been allowed to nominate board candidates, although shareholders vote to approve their terms.

Q Investments, which is a pair of Texas-based hedge funds and Cedar Fair’s largest shareholder at 18.1 percent, had objected to the board election process as detrimental to its desire to see new, independent candidates nominated by shareholders elected to the board.

The hedge funds sued Cedar Fair in March to force it to call a special meeting on the board nominating issue. Q Investments had sued the amusement park chain and forced a special meeting to be held in January, during which shareholders approved an issue to remove Cedar Fair chief executive Dick Kinzel from the company’s chairman role. A second proposal in January, to make dividends a higher priority than debt repayment, failed to pass.

At the January meeting, an official of Q Investments indicated displeasure with the board-nominating process, and in March the funds filed suit and launched a proposal to change the procedure. Shortly afterward, Cedar Fair offered its own two proposals to change the process, which the hedge funds endorsed.

Cedar Fair has taken a neutral stance on the proposal, while Q Investments has lobbied for shareholders to vote for the changes. Officials of Q Investments offered no comment on the upcoming meeting.

While Q Investments achieved victory at its first special meeting, changing the nominating process may be harder to accomplish.

Stacy Frole, a Cedar Fair spokesman, said the two proposals have different thresholds to pass.

The first proposal, which would alter the company’s partnership rules governing the board nominating process, must be passed by 80 percent of the outstanding company shares. That means the proposal will have to get “yes” votes from 44 million of the company’s 55 million shares to pass. Any shares that are not voted automatically count as “no” votes.

A second accompanying proposal, which would set up rules for nominating, needs only a simple majority, or 27.5 million votes to pass, but it also requires approval by the board of directors.

Ms. Frole said the company expects to have a preliminary result of the voting after Thursday’s meeting.

If the measures pass, it means shareholders, including Q Investments, would have about a four-day window to nominate candidates for a soon-to-be vacant seat on the board.

Board member Richard Ferreira, 70, has said he is retiring after 14 years on the board and a replacement will be elected at Cedar Fair’s annual shareholder’s meeting on July 7.

The company has nominated Gina D. France, president and chief executive officer of France Strategic Partners LLC, an investment banking consulting firm in Medina, Ohio, to replace Mr. Ferreira.

Contact Jon Chavez at: jchavez@theblade.com or 419-724-6128.

First Published May 31, 2011, 4:30 a.m.