181.1004 Class voting by members on amendments to articles of incorporation.

(1) When class entitled to vote. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation if the amendment does any of the following:

(a) Affects the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class.

(b) Changes 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.

(c) Increases or decreases the number of memberships authorized for that class.

(e) Effects an exchange, reclassification or termination of the memberships of that class.

(2) Approval by each class required. If a class is to be divided into 2 or more classes as a result of an amendment to the articles of incorporation of a corporation, the amendment must be approved by the members of each class that would be created by the amendment.

(3) Voting requirements. Unless provided otherwise in the articles of incorporation or bylaws, if a class vote is required to approve an amendment to the articles of incorporation of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

History: 1997 a. 79.