§ 55-10-04. Voting on amendments by voting groups.
§55‑10‑04. Voting on amendments by voting groups.
(a) The holders of theoutstanding shares of a class are entitled to vote as a separate voting group(if shareholder voting is otherwise required by this Chapter) on a proposedamendment if the amendment would:
(1) Increase or decreasethe aggregate number of authorized shares of the class;
(2) Effect an exchangeor reclassification of all or part of the shares of the class into shares ofanother class;
(3) Effect an exchangeor reclassification, or create the right of exchange, of all or part of theshares of another class into shares of the class;
(4) Change thedesignation, rights, preferences, or limitations of all or part of the sharesof the class;
(5) Change the shares ofall or part of the class into a different number of shares of the same class;
(6) Create a new classof shares having rights or preferences with respect to distributions or todissolution that are prior, superior, or substantially equal to the shares ofthe class;
(7) Increase the rights,preferences, or number of authorized shares of any class that, after givingeffect to the amendment, have rights or preferences with respect todistributions or to dissolution that are prior, superior, or substantiallyequal to the shares of the class;
(8) Limit or deny anexisting preemptive right of all or part of the shares of the class;
(9) Cancel or otherwiseaffect rights to distributions or dividends that have accumulated but not yetbeen declared on all or part of the shares of the class; or
(10) Change thecorporation into a nonprofit corporation or a cooperative organization.
(b) If a proposedamendment would affect a series of a class of shares in one or more of the waysdescribed in subsection (a), the shares of that series are entitled to vote asa separate voting group on the proposed amendment.
(c) If a proposedamendment that entitles two or more series of shares to vote as separate votinggroups under this section would affect those two or more series in the same ora substantially similar way, the shares of all the series so affected must votetogether as a single voting group on the proposed amendment.
(d) A class or seriesof shares is entitled to the voting rights granted by this section although thearticles of incorporation provide that the shares are nonvoting shares. (1955,c. 1371, s. 1; 1959, c. 1316, ss. 30, 31; 1969, c. 751, s. 36; 1989, c. 265, s.1.)