351.093. Certain shareholders must be permitted to vote, when.
Certain shareholders must be permitted to vote, when.
351.093. 1. The holders of the outstanding shares of a class shallbe entitled to vote as a class upon a proposed amendment to the articles ofincorporation, whether or not entitled to vote thereon by the provisions ofsuch articles if the amendment would increase or decrease the aggregatenumber of authorized shares of such class; increase or decrease the parvalue of the shares of such class; create a new class of shares havingrights and preferences prior or superior to the shares of the class, orincrease the rights and preferences or the number of authorized shares, ofany class having rights and preferences prior or superior to the shares ofthe class; or alter or change the powers, preferences, or special rights ofthe shares of such class so as to affect them adversely. A merger orconsolidation shall not be deemed to involve a proposed amendment to thearticles of incorporation.
2. If any proposed amendment would alter or change the powers,preferences, or special rights of one or more series of any class, so as toaffect them adversely, but would not so affect the entire class, then onlythe shares of the series so affected by the amendment shall be considered aseparate class for the purpose of this section.
(L. 1979 S.B. 216, A.L. 1983 S.B. 367, A.L. 1997 S.B. 197)