§ 33-38-230 — Approval of corporate matters.

In addition to any other requirements of applicable law, where specified in this chapter that approval of a matter must be in the manner required by this section, the following requirements apply: (1) With respect to a corporation, including a benefit corporation, the matter must be approved by the affirmative vote of sixty-six and two-thirds percent of the outstanding shares of each class and series of stock of the corporation, voting as separate voting groups, regardless of any limitation in the corporation's articles of incorporation or bylaws of the voting rights of such class or series. (2) With respect to any entity incorporated as a nonprofit corporation, the matter must be approved by the affirmative vote of sixty-six and two-thirds percent of the votes cast by the members entitled to vote. (3) With respect to an entity organized as a limited liability corporation or partnership, the matter must be approved in the same manner as would be required for the approval of a merger of the entity, unless otherwise provided in the entity's organizational documents, operating agreement, or partnership agreement of the entity.

Legislative History

HISTORY: 2012 Act No. 277, SECTION 1, eff June 14, 2012. ARTICLE 3 Corporate Purposes