§ 30-30-704 — CLASS VOTING BY MEMBERS ON AMENDMENTS TO ARTICLES

(1) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:
(a) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;
(b) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(c) Increase or decrease the number of memberships authorized for that class;
(d) Increase the number of memberships authorized for another class;
(e) Effect an exchange, reclassification or termination of the memberships of that class; or
(f) Authorize a new class of memberships.
(2) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.
(3) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of a corporation, the amendment must be approved by the members of each class that would be created by the amendment.
(4) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(5) A class of members of a corporation, except a religious corporation, is entitled to the voting rights granted in this section although the articles and bylaws provide that the class may not vote on the proposed amendment.

Legislative History

[30-30-704, added 2015, ch. 243, sec. 80, p. 994.]