§ 10-35-25 — Optional restrictions or prohibitions on poison pills

1. A provision of the articles or bylaws of a publicly traded corporation may restrict or
prohibit the corporation from adopting, creating, or issuing a poison pill. Such a
provision may provide for the effect it has on a poison pill in force at the time of the
provision's adoption.
2. A provision of the articles or bylaws adopted pursuant to subsection 1 at a time when a
publicly traded corporation has a poison pill in effect must be adopted by the
affirmative vote of a majority of the outstanding shares entitled to vote on adoption of
the provision. In every other instance, a provision of the articles or bylaws adopted
pursuant to subsection 1 must be adopted by the affirmative vote of a majority of the
votes cast by holders of shares entitled to vote on adoption of the provision.