§55A‑10‑22. Class voting by members on amendments.
(a) The members of aclass in a charitable or religious corporation are entitled to vote as a classon a proposed amendment to the bylaws if the amendment would affect the rightsof that class as to voting in a manner that is different from the manner inwhich such amendment would affect another class.
(b) The members of aclass in a corporation other than a charitable or religious corporation areentitled to vote as a class on a proposed amendment to the bylaws if theamendment would:
(1) Affect the rights,privileges, preferences, restrictions, or conditions of that class as tovoting, dissolution, redemption, or transfer of memberships in a manner that isdifferent from the manner in which such amendment would affect another class;
(2) Affect the rights,privileges, preferences, restrictions, or conditions of that class as tovoting, dissolution, redemption, or transfer of memberships by changing therights, privileges, preferences, restrictions, or conditions of another class;
(3) Increase or decreasethe number of memberships authorized for that class;
(4) Increase the numberof memberships authorized for another class;
(5) Effect an exchange,reclassification, or termination of all or part of the memberships of thatclass; or
(6) Authorize a newclass of memberships.
(c) If a class is to bedivided into two or more classes as a result of an amendment to the bylaws, theamendment shall be approved by the members of each class that would be createdby the amendment.
(d) If a class vote isrequired to approve an amendment to the bylaws, the amendment shall be approvedby the members of the class by two‑thirds of the votes cast by the classor a majority of the votes entitled to be cast by the class on the amendment,whichever is less.
(e) A class of membersis entitled to the voting rights granted by this section although the articlesof incorporation and bylaws provide that the class shall not vote on theproposed amendment. (1993, c. 398, s. 1.)
§55A‑10‑22. Class voting by members on amendments.
(a) The members of aclass in a charitable or religious corporation are entitled to vote as a classon a proposed amendment to the bylaws if the amendment would affect the rightsof that class as to voting in a manner that is different from the manner inwhich such amendment would affect another class.
(b) The members of aclass in a corporation other than a charitable or religious corporation areentitled to vote as a class on a proposed amendment to the bylaws if theamendment would:
(1) Affect the rights,privileges, preferences, restrictions, or conditions of that class as tovoting, dissolution, redemption, or transfer of memberships in a manner that isdifferent from the manner in which such amendment would affect another class;
(2) Affect the rights,privileges, preferences, restrictions, or conditions of that class as tovoting, dissolution, redemption, or transfer of memberships by changing therights, privileges, preferences, restrictions, or conditions of another class;
(3) Increase or decreasethe number of memberships authorized for that class;
(4) Increase the numberof memberships authorized for another class;
(5) Effect an exchange,reclassification, or termination of all or part of the memberships of thatclass; or
(6) Authorize a newclass of memberships.
(c) If a class is to bedivided into two or more classes as a result of an amendment to the bylaws, theamendment shall be approved by the members of each class that would be createdby the amendment.
(d) If a class vote isrequired to approve an amendment to the bylaws, the amendment shall be approvedby the members of the class by two‑thirds of the votes cast by the classor a majority of the votes entitled to be cast by the class on the amendment,whichever is less.
(e) A class of membersis entitled to the voting rights granted by this section although the articlesof incorporation and bylaws provide that the class shall not vote on theproposed amendment. (1993, c. 398, s. 1.)
§55A‑10‑22. Class voting by members on amendments.
(a) The members of aclass in a charitable or religious corporation are entitled to vote as a classon a proposed amendment to the bylaws if the amendment would affect the rightsof that class as to voting in a manner that is different from the manner inwhich such amendment would affect another class.
(b) The members of aclass in a corporation other than a charitable or religious corporation areentitled to vote as a class on a proposed amendment to the bylaws if theamendment would:
(1) Affect the rights,privileges, preferences, restrictions, or conditions of that class as tovoting, dissolution, redemption, or transfer of memberships in a manner that isdifferent from the manner in which such amendment would affect another class;
(2) Affect the rights,privileges, preferences, restrictions, or conditions of that class as tovoting, dissolution, redemption, or transfer of memberships by changing therights, privileges, preferences, restrictions, or conditions of another class;
(3) Increase or decreasethe number of memberships authorized for that class;
(4) Increase the numberof memberships authorized for another class;
(5) Effect an exchange,reclassification, or termination of all or part of the memberships of thatclass; or
(6) Authorize a newclass of memberships.
(c) If a class is to bedivided into two or more classes as a result of an amendment to the bylaws, theamendment shall be approved by the members of each class that would be createdby the amendment.
(d) If a class vote isrequired to approve an amendment to the bylaws, the amendment shall be approvedby the members of the class by two‑thirds of the votes cast by the classor a majority of the votes entitled to be cast by the class on the amendment,whichever is less.
(e) A class of membersis entitled to the voting rights granted by this section although the articlesof incorporation and bylaws provide that the class shall not vote on theproposed amendment. (1993, c. 398, s. 1.)
