[§414-142]  Voting entitlement of shares. 
(a)  Except as provided in subsections (b) and (d) or unless the articles of
incorporation 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 shares
of a corporation are not entitled to vote if they are owned, directly or
indirectly, by a second corporation, domestic or foreign, and the first
corporation owns, directly or indirectly, a majority of the shares entitled to
vote for directors of the second corporation.



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



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