§ 4-26-303 — Voting by shareholder classes

The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon 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; (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 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 different series and the variations in the relative rights and preferences between the shares of the separate series or authorize the board of directors to do so; (9) Limit or deny the 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.

Legislative History

Acts 1965, No. 576, § 61; A.S.A. 1947, § 64-508.