§ 17-16-1004 — Voting on amendments by voting groups

Wyoming § 17-16-1004

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 10: AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

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(a) If a corporation has more than one (1) class of shares
outstanding, 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 act, on a proposed
amendment to the articles of incorporation if the amendment
would:
(i) Effect an exchange or reclassification of all or
part of the shares of the class into shares of another class;
(ii) 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;
(iii) Change the rights, preferences, or limitations
of all or part of the shares of the class;
(iv) Change the shares of all or part of the class
into a different number of shares of the same class;
(v) Create a new class of shares having rights or
preferences with respect to distributions or to dissolution that
are prior or superior to the shares of the class;
(vi) 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 or superior to
the shares of the class;
(vii) Limit or deny any existing preemptive right of
all or part of the shares of the class; or
(viii) Cancel or otherwise affect rights to
distributions that have accumulated but not yet been authorized
on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a
class of shares in one (1) or more of the ways described in
subsection (a) of this section, the holders of shares of that
series are entitled to vote as a separate voting group on the
proposed amendment.
(c) If a proposed amendment that entitles two (2) or more
classes or series of shares to vote as separate voting groups
under this section would affect those two (2) or more classes or
series in the same or a substantially similar way, the holders
of shares of all the classes or series so affected shall vote
together as a single voting group on the proposed amendment,
unless otherwise provided in the articles of incorporation or
required by the board of directors.
(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.