Sec. 10.06.506. Class voting on amendments.

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not the holders are entitled to vote on the amendment by the provisions of the articles of incorporation, if the amendment

(1)increases or decreases the aggregate number of authorized shares of the class;

(2)exchanges, reclassifies, or cancels all or part of the shares of the class;

(3)exchanges or creates a right of exchange of all or part of the shares of another class into the shares of the class;

(4)changes the designations, preferences, limitations, or relative rights of the shares of the class;

(5)changes the shares of the class into the same or a different number of shares of the same class or another class;

(6)creates a new class of shares having rights and preferences prior and superior to the shares of the class, or increases the rights and preferences or the number of authorized shares of a class having rights and preferences prior or superior to the shares of the class;

(7)divides the shares of a preferred or special class into series and fixes and determines the designation of the series and the variations in the relative rights and preferences between the shares of the series or authorizes the board to do so;

(8)limits or denies the existing preemptive rights of the shares of the class;

(9)cancels or otherwise affects dividends on the shares of the class that are accrued but not declared.

(b)If the holders of the outstanding shares of a class are entitled to vote as a class under

(a)of this section, the amendment is not approved unless it receives a majority vote of the outstanding shares of that class and approval of the outstanding shares.