[§414-142]  Voting entitlement of shares. (a)  Except as provided in subsections (b) and (d) or unless the articles ofincorporation provide otherwise, each outstanding share, regardless of class,is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

(b)  Absent special circumstances, the sharesof a corporation are not entitled to vote if they are owned, directly orindirectly, by a second corporation, domestic or foreign, and the firstcorporation owns, directly or indirectly, a majority of the shares entitled tovote for directors of the second corporation.

(c)  Subsection (b) does not limit the power ofa corporation to vote any shares, including its own shares, held by it in afiduciary capacity.

(d)  Redeemable shares are not entitled to voteafter notice of redemption is mailed to the holders and a sum sufficient toredeem the shares has been deposited with a bank, trust company, or otherfinancial institution under an irrevocable obligation to pay the holders theredemption price on surrender of the shares. [L 2000, c 244, pt of §1]