§ 12:1-721 — Voting entitlement of shares

§1-721. Voting entitlement of shares
A. Except as provided in Subsections B and D of this Section, or unless the articles
of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to
one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
B. Absent special circumstances, the shares issued by a corporation are not entitled
to vote if they are owned, directly or indirectly, by a subsidiary.
C. Subsection B of this Section does not limit the power of a corporation or
subsidiary to vote any shares, including its own shares, held by it in a fiduciary capacity.
D. Redeemable shares are not entitled to vote after notice of redemption is mailed
to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust
company, or other financial institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares.
E. For purposes of Subsections B and C of this Section, the following meanings shall
apply:
(1) The term "subsidiary" means a domestic or foreign corporation, limited liability
company, partnership, or other juridical person that is subject to at least majority control by
the issuer of the shares, but does not include the issuer itself.
(2) "Majority control" means ownership, direct or indirect, of a majority of any of
the following:
(a) The shares entitled to vote for the directors of a corporation.
(b) The membership, partnership, or other interests in an unincorporated entity that
are entitled either to vote for those who hold the general managerial authority in the
unincorporated entity or to exercise that authority directly.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.