Kentucky Statutes 271B.10-040 – Voting on amendments by voting groups
Current as of: 2024 | Check for updates
|
Other versions
(1) The holders of the outstanding shares of a class shall be entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) on a proposed amendment if the amendment would:
(a) Increase or decrease the aggregate number of authorized shares of the class;
(b) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(c) 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;
(d) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(e) Change the shares of all or part of the class into a different number of shares of the same class;
(f) 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;
(g) 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;
(h) Limit or deny an existing preemptive right of all or part of the shares of the class; or
(i) 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.
(2) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (1) of this section, the shares of that series shall be entitled to vote as a separate voting group on the proposed amendment.
(3) If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected shall vote together as a single voting group on the proposed amendment.
(4) 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.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 106, effective January 1, 1989.
(a) Increase or decrease the aggregate number of authorized shares of the class;
Terms Used In Kentucky Statutes 271B.10-040
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Kentucky Statutes 271B.1-400
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Kentucky Statutes 271B.1-400
- Voting group: means all shares of one (1) or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Kentucky Statutes 271B.1-400
(b) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(c) 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;
(d) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(e) Change the shares of all or part of the class into a different number of shares of the same class;
(f) 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;
(g) 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;
(h) Limit or deny an existing preemptive right of all or part of the shares of the class; or
(i) 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.
(2) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (1) of this section, the shares of that series shall be entitled to vote as a separate voting group on the proposed amendment.
(3) If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected shall vote together as a single voting group on the proposed amendment.
(4) 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.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 106, effective January 1, 1989.