Title 14, Chapter 2, Section 1004
( 14-2-1004)
(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (unless shareholder voting is not required by virtue of Code Section 14-2-1002) on a proposed amendment if the amendment would: (1) Increase or decrease the aggregate number of authorized shares
of the class; provided, however, that if the articles of
incorporation specifically authorize the shares of any class to be
increased or decreased without a vote of such class, under such
circumstances, the authorized number, terms, conditions,
designations, preferences, limitations, and relative rights of
those shares may be fixed as provided in the articles of
incorporation; (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) Cancel, redeem, or repurchase 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 or more of the ways described in subsection (a) of
this Code section, the shares of that series are entitled to vote as
a separate voting group on the proposed amendment. If a proposed
amendment would not affect a series in any manner described in
subsection (a) of this Code section, the holders of shares of that
series are not entitled to vote as a separate voting group on the
proposed amendment unless the articles of incorporation provide
otherwise. (c) If a proposed amendment that entitles two or more series of
shares within a class to vote as separate voting groups under this
Code section would affect those two or more series in the same or a
substantially similar way, the shares of all the series within the
class 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 Code section although the articles of incorporation
provide that the shares are nonvoting shares. The articles of
incorporation may provide that a class or series has voting rights
in addition to those granted by this Code section. |