§ 7-1.2-904 - Class voting on amendments.
SECTION 7-1.2-904
§ 7-1.2-904 Class voting on amendments.– (a) Except as otherwise provided in this section, the holders of theoutstanding shares of a class are entitled to vote as a class upon a proposedamendment, whether or not entitled to vote on the amendment by the provisionsof the articles of incorporation, if the amendment would:
(1) Increase or decrease the aggregate number of authorizedshares of the class.
(2) Increase or decrease the par value of the shares of theclass.
(3) Effect an exchange, reclassification, or cancellation ofall or part of the shares of the class.
(4) Effect an exchange, or create a right of exchange, of allor any part of the shares of another class into the shares of the class.
(5) Change the designations, preferences, limitations, orrelative rights of the shares of the class.
(6) Change the shares of the class, whether with or withoutpar value, into the same or a different number of shares, either with orwithout par value, of the same class or another class or classes.
(7) Create a new class of shares having rights andpreferences prior and superior to the shares of the class, or increase therights and preferences or the number of authorized shares of any class havingrights and preferences prior or superior to the shares of the class.
(8) In the case of a preferred or special class of shares,divide the shares of the class into series and fix and determine thedesignation of the series and the variations in the relative rights andpreferences between the shares of the series, or authorize the board ofdirectors to do so.
(9) Limit or deny any existing preemptive rights of theshares of the class.
(10) Cancel or otherwise affect dividends on the shares ofthe class which have accrued but have not been declared.
(b) If the proposed amendment would affect only the shares ofone series of a class and not the entire class, then only the shares of theseries so affected is considered a separate class for the purpose of thissection. Any class and any series within a class is considered a separate classfor purposes of this section if the effect of the proposed amendment upon theclass or series would be different than the effect of the amendment upon theother classes or other series within the class. If the proposed amendment wouldaffect two (2) or more classes or series within a class in the same way, butwould not affect the remaining classes or series within the class in the sameway, the two (2) or more classes or series affected in the same way aretogether considered a separate class for purposes of this section. Except asotherwise provided in the articles of incorporation or the certificate referredto in § 7-1.2-602, if the proposed amendment would have no effect upon oneor more classes or series of a class, the classes or series are not entitled toany vote on the proposed amendment and, for the purposes of this section, arenot counted in determining the number of shares constituting the class.