30-1-1004 VOTING ON AMENDMENTS BY VOTING GROUPS.
CORPORATIONS
CHAPTER 1
GENERAL BUSINESS CORPORATIONS
PART 10.
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
30-1-1004. Voting on amendments by voting groups. Except as otherwise provided in the articles of incorporation:
(1) If a corporation has more than one (1) class of shares outstanding, the holders of the outstanding shares of a class, whether voting or nonvoting in whole or in part, are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:
(a) Increase or decrease the aggregate number of authorized shares of the class;
(b) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(c) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(d) Change the rights, preferences or limitations of all or part of the shares of the class;
(e) Change the shares of all or part of the class into a different number of shares of the same class;
(f) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class;
(g) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class;
(h) Limit or deny an existing preemptive right of all or part of the shares of the class; or
(i) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.
(2) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (1) of this section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(3) If a proposed amendment that entitles the holders of two (2) or more classes or series of shares to vote as separate voting groups under this section would affect those two (2) or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.