Sec. 33-705. Voting entitlement of shares.
Sec. 33-705. Voting entitlement of shares. (a) Except as provided in subsections
(b) and (c) of this section or unless the certificate of incorporation provides otherwise,
each outstanding share, regardless of class, is entitled to one vote on each matter voted
on at a shareholders' meeting.
(b) Absent special circumstances, the shares of a corporation are not entitled to vote
if they are owned, directly or indirectly, by a second corporation, domestic or foreign,
and the first corporation owns, directly or indirectly, a majority of the shares entitled
to vote for directors of the second corporation.
(c) Subsection (b) of this section does not limit the power of a corporation to vote
any shares, including its own shares, held by it in a fiduciary capacity.
(d) Redeemable shares are not entitled to vote after notice of redemption is mailed
to the holders and a sum sufficient to redeem the shares has been deposited with a bank,
trust company or other financial institution under an irrevocable obligation to pay the
holders the redemption price on surrender of the shares.
(e) A corporation may, by provision in its certificate of incorporation, confer upon
holders of any debt securities issued or to be issued by the corporation, whether or not
secured by mortgage or otherwise, such voting rights in respect of the corporate affairs
and management of the corporation as may be therein provided.
(P.A. 94-186, S. 64, 215; P.A. 96-271, S. 52, 53, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of
incorporation where appearing, effective January 1, 1997.