§ 28-13-14-8 — Voting by class or a series of shares

Indiana § 28-13-14-8

• Jurisdiction: Indiana
• Art. 13: CORPORATE GOVERNANCE
• Ch. 14: Amendment of Articles of Incorporation

Text

(a) The holders of the outstanding shares of
a class are entitled to vote as a separate voting group if shareholder
voting is otherwise required by this article on a proposed amendment
if the amendment would:
(1) increase or decrease the aggregate number of authorized
shares of the class;
(2) effect an exchange or reclassification of all or part of the
shares of the class into shares of another class;
(3) effect an exchange or reclassification, or create the right of
exchange, of all or part of the shares of another class into shares
of the class;
(4) change the designation, rights, preferences, or limitations of
all or part of the shares of the class;
(5) change the shares of all or part of the class into a different
number of shares of the same class;
(6) create a new class of shares having rights or preferences with
respect to distributions or to dissolution that are prior, superior, or
substantially equal to the shares of the class;
(7) increase the rights, preferences, or number of authorized
shares of any class that, after giving effect to the amendment,
have rights or preferences with respect to distributions or to
dissolution that are prior, superior, or substantially equal to the
shares of the class;
(8) limit or deny an existing preemptive right of all or part of the
shares of the class;
(9) cancel or otherwise affect rights to distributions or dividends
that have accumulated but not yet been declared on all or part of
the shares of the class; or
(10) decrease the number of shares of a class into a different
number of shares of the same class to effect a reverse stock split.
(b) If a proposed amendment would affect a series of a class of
shares in at least one (1) of the ways described in subsection (a), the
shares of that series are entitled to vote as a separate voting group on
the proposed amendment.
(c) If a proposed amendment that entitles at least two (2) series of
shares to vote as separate voting groups under this section would affect
those series in the same or a substantially similar way, the shares of all
the series so affected must vote together as a single voting group on the
proposed amendment.
(d) A class or series of shares is entitled to the voting rights granted
by this section although the articles of incorporation provide that the
shares are nonvoting shares.

Legislative History

As added by P.L.14-1992, SEC.163. Amended by P.L.63-2001, SEC.25 and P.L.134-2001, SEC.27.