Section 10.15.375. Shareholder and member voting on amendments to articles.

   (a) If a proposed amendment to articles would affect a shareholder, the shareholder, whether or not permitted to vote by the articles, may cast one vote on the amendment regardless of the dollar amount of stock or number of affected classes of stock held by the shareholder.  However, the articles may permit the affected shareholder to cast one vote for each share of stock the shareholder holds other than membership stock.  A member holding stock affected by a proposed amendment may vote both as a member and as an affected shareholder.
   (b) If a shareholder is entitled to vote on a proposed amendment, the meeting at which the proposed amendment is to be voted upon shall be a joint meeting of members and affected shareholders. Notice of the meeting together with a copy of the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each shareholder of record entitled to vote on the amendment within the time and in the manner provided in this chapter for the giving of notice of meetings of members.  The proposed amendment is adopted if it receives the affirmative vote of a majority of the votes of the affected shareholders entitled to vote.
   (c) For the purpose of this section, a shareholder is affected as to a class of stock owned by the shareholder if an amendment would expressly
        (1) decrease the dividends to which the class is entitled or change the method by which the dividend rate on the class is fixed;
        (2) restrict rights to transfer the class;
        (3) give to another existing or new class of stock or equity interest not previously entitled to it preference as to dividends or upon dissolution which is the same or higher than preferences of that class;
        (4) change the par value of shares of the class or of any other class having the same or higher preferences as to dividends or upon dissolution;
        (5) increase the number of authorized shares of a class having higher preferences as to dividends or upon dissolution;
        (6) require or permit an exchange of shares of a class with lower preferences as to dividends or upon dissolution for shares of that class or any other class with the same or higher preferences.

Notes

History

(Sec. 42 ch 107 SLA 1959)