7-1.2-904. Class voting on amendments.
(a) Except as otherwise provided in this section, the holders of the outstanding shares
of a class are entitled to vote as a class upon a proposed amendment, whether or not
entitled to vote on the amendment by the provisions of the articles of incorporation,
if the amendment would:
(1) Increase or decrease the aggregate number of authorized shares of the class.
(2) Increase or decrease the par value of the shares of the class.
(3) Effect an exchange, reclassification, or cancellation of all or part of the shares
of the class.
(4) Effect an exchange, or create a right of exchange, of all or any part of the shares
of another class into the shares of the class.
(5) Change the designations, preferences, limitations, or relative rights of the shares
of the class.
(6) Change the shares of the class, whether with or without par value, into the same or
a different number of shares, either with or without par value, of the same class
or another class or classes.
(7) Create a new class of shares having rights and preferences prior and superior to the
shares of the class, or increase the rights and preferences or the number of authorized
shares of any class having rights 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 the designation of the series and the variations
in the relative rights and preferences between the shares of the series, or authorize
the board of directors to do so.
(9) Limit or deny any existing preemptive rights of the shares of the class.
(10) Cancel or otherwise affect dividends on the shares of the class which have accrued
but have not been declared.
(b) If the proposed amendment would affect only the shares of one series of a class and
not the entire class, then only the shares of the series so affected is considered
a separate class for the purpose of this section. Any class and any series within
a class is considered a separate class for purposes of this section if the effect
of the proposed amendment upon the class or series would be different than the effect
of the amendment upon the other classes or other series within the class. If the proposed
amendment would affect two (2) or more classes or series within a class in the same
way, but would not affect the remaining classes or series within the class in the
same way, the two (2) or more classes or series affected in the same way are together
considered a separate class for purposes of this section. Except as otherwise provided
in the articles of incorporation or the certificate referred to in § 7-1.2-602, if the proposed amendment would have no effect upon one or more classes or series
of a class, the classes or series are not entitled to any vote on the proposed amendment
and, for the purposes of this section, are not counted in determining the number of
shares constituting the class.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005,
ch. 130, § 1.
