(2)Articles 101 to 117 of this title apply to all existing corporations.
(3)Except to the extent the articles of incorporation of an existing
corporation limit or deny preemptive rights, shareholders of such corporation shall
have a preemptive right to acquire unissued shares or securities convertible into
such shares or carrying a right to subscribe to or acquire shares; except that, unless
otherwise provided in the articles of incorporation, such preemptive rights shall not
exist:
(a)To acquire any shares issued to directors, officers, or employees pursuant
to approval by the affirmative vote of the holders of a majority of the shares
entitled to vote thereon or when authorized by and not inconsistent with a plan
theretofore approved by such a vote of sharehol
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(1) Repealed.
(2) Articles 101 to 117 of this title apply to all existing corporations.
(3) Except to the extent the articles of incorporation of an existing
corporation limit or deny preemptive rights, shareholders of such corporation shall
have a preemptive right to acquire unissued shares or securities convertible into
such shares or carrying a right to subscribe to or acquire shares; except that, unless
otherwise provided in the articles of incorporation, such preemptive rights shall not
exist:
(a) To acquire any shares issued to directors, officers, or employees pursuant
to approval by the affirmative vote of the holders of a majority of the shares
entitled to vote thereon or when authorized by and not inconsistent with a plan
theretofore approved by such a vote of shareholders; or
(b) To acquire any shares sold otherwise than for cash.
(4) Notwithstanding the provisions of subsection (3) of this section, unless
the articles of incorporation of an existing corporation provide otherwise:
(a) Holders of shares of any class that is preferred or limited as to dividends
or assets shall not be entitled to any preemptive right;
(b) Holders of shares of common stock shall not be entitled to any
preemptive right to shares of any class that is preferred or limited as to dividends or
assets or to any obligations unless such shares are convertible into shares of
common stock or carry a right to subscribe to or acquire shares of common stock;
and
(c) Holders of common stock without voting powers shall have no
preemptive right to shares of common stock with voting power.
(5) To the extent that preemptive rights exist pursuant to subsections (3)
and (4) of this section, the preemptive right shall be only an opportunity to acquire
shares or other securities under such terms and conditions as the board of directors
may fix for the purpose of providing a fair and reasonable opportunity for the
exercise of such right.
(6) Nothing in subsections (3) and (4) of this section shall confer any
preemptive right with respect to shares of a corporation incorporated before
January 1, 1959, that have been or may be issued and subsequently acquired by
such corporation and that have not been canceled or restored to the status of
authorized but unissued shares. Any such shares in existence on June 30, 1994, or
acquired thereafter by any such corporation shall not be deemed to be restored to
the status of authorized but unissued shares, for purposes of this subsection (6)
only, notwithstanding the provisions of section 7-106-302.
(7) Unless the articles of incorporation of an existing corporation contain a
provision establishing the vote of shareholders required to amend the articles of
incorporation, as contemplated in section 7-110-103, such amendment shall be
approved by each voting group entitled to vote separately on the amendment by
two-thirds of all the votes entitled to be cast on the amendment by that voting
group.
(8) Unless the articles of incorporation of an existing corporation contain a
provision establishing the vote of shareholders required to approve a plan of
merger or a plan of exchange, as contemplated in section 7-111-103, the plan must
be approved by each voting group entitled to vote separately on the plan by two-thirds of all the votes entitled to be cast on the plan by that voting group. In the
case of a corporation incorporated before July 1, 1978, each outstanding share of
the corporation, other than a redeemable share that is not entitled to vote by reason
of section 7-107-202 (4), shall be entitled to vote on the plan of merger or exchange
whether or not such share has voting rights under the provisions of the articles of
incorporation, unless the articles of incorporation have been amended after June
30, 1978, by the same vote of shareholders that would have been necessary at the
time of the amendment to approve the plan, so as to restrict or eliminate the right
of the share to vote on the plan.
(9) Unless the articles of incorporation of an existing corporation contain a
provision establishing the vote of shareholders required to approve a transaction
involving a sale, lease, exchange, or other disposition of all, or substantially all, of
its property, with or without its good will, otherwise than in the usual and regular
course of business, as contemplated in section 7-112-102 (1), such transaction shall
be approved by each voting group entitled to vote separately on the transaction by
two-thirds of all the votes entitled to be cast on the transaction by that voting
group.
(10) Unless the articles of incorporation of an existing corporation contain a
provision establishing the vote of shareholders required to approve a proposal to
dissolve the corporation as contemplated in section 7-114-102, such proposal shall
be approved by each voting group entitled to vote separately on the proposal by
two-thirds of all the votes entitled to be cast on the proposal by that voting group.
In the case of a corporation incorporated before July 1, 1978, each outstanding
share of the corporation, other than a redeemable share that is not entitled to vote
by reason of section 7-107-202 (4), shall be entitled to vote on a proposal to
dissolve the corporation whether or not such share has voting rights under the
provisions of the articles of incorporation, unless the articles of incorporation have
been amended after June 30, 1978, by the same vote of shareholders which would
have been necessary at the time of the amendment to approve the proposal, so as
to restrict or eliminate the right of such share to vote on such proposal.
(11) An amendment to the articles of incorporation of an existing corporation
to reduce the vote required to take any action specified in subsections (7) to (10) of
this section, which amendment may not reduce the required vote to less than that
which would be required to take the action if the action were to be taken by a
corporation formed on or after July 1, 1994, shall be adopted by the same vote and
voting groups required to take the action specified in said subsections (7) to (10).