Utah Code 16-6a-1004. Voting on amendments of articles of incorporation by voting groups
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(1) Unless otherwise provided by this chapter or the articles of incorporation, if membership voting is otherwise required by this chapter, the members of a class who are entitled to vote are entitled to vote as a separate voting group on an amendment to the articles of incorporation if the amendment would:
Terms Used In Utah Code 16-6a-1004
- 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 :(3)(a) amended articles of incorporation;(3)(b) restated articles of incorporation;(3)(c) articles of merger; and(3)(d) a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102
- Class: means a group of memberships that has the same right with respect to voting, dissolution, redemption, transfer, or other characteristics. See Utah Code 16-6a-102
- Membership: refers to the rights and obligations of a member or members. See Utah Code 16-6a-102
- Vote: includes authorization by:
(55)(a) written ballot; and(55)(b) written consent. See Utah Code 16-6a-102- Voting group: means all the members of one or more classes of members or directors that, under this chapter, the articles of incorporation, or the bylaws, are entitled to vote and be counted together collectively on a matter. See Utah Code 16-6a-102
(1)(a) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class;(1)(b) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;(1)(c) increase or decrease the number of memberships authorized for that class;(1)(d) increase the number of memberships authorized for another class;(1)(e) effect an exchange, reclassification, or termination of the memberships of that class; or(1)(f) authorize a new class of memberships.(2) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation, the amendment shall be approved by the members of each class that would be created by the amendment.