490.1004 - VOTING ON AMENDMENTS BY VOTING GROUPS.

        490.1004  VOTING ON AMENDMENTS BY VOTING GROUPS.         1.  If a corporation has more than one class of shares      outstanding, the holders of the outstanding shares of a class 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 do any of the      following:         a.  Effect an exchange or reclassification of all or part of      the shares of the class into shares of another class.         b.  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.         c.  Change the rights, preferences, or limitations of all or      part of the shares of the class.         d.  Change the shares of all or part of the class into a      different number of shares of the same class.         e.  Create a new class of shares having rights or preferences      with respect to distributions or to dissolution that are prior or      superior to the shares of the class.         f.  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 or superior to the shares of the class.         g.  Limit or deny an existing preemptive right of all or part      of the shares of the class.         h.  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 or more of the ways described in subsection 1, the      holders of 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 or      more classes or series of shares to vote as separate voting groups      under this section would affect those two 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.         4.  A class or series of shares is entitled to the voting rights      granted by this section although the articles of incorporation      provide that the shares are nonvoting shares.  
         Section History: Recent Form
         89 Acts, ch 288, §112; 2002 Acts, ch 1154, §57, 125         Referred to in § 490.1003, 490.1104, 534.501