TITLE 30

CORPORATIONS

CHAPTER 29

GENERAL BUSINESS CORPORATIONS

PART 10

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-29-1004.  VOTING ON AMENDMENTS BY VOTING GROUPS. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:

(1)  Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(2)  Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(3)  Change the rights, preferences or limitations of all or part of the shares of the class;

(4)  Change the shares of all or part of the class into a different number of shares of the same class;

(5)  Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class;

(6)  Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;

(7)  Limit or deny an existing preemptive right of all or part of the shares of the class; or

(8)  Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.

(b)  If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(c)  If a proposed amendment that entitles the holders of two (2) or more classes or series of shares to vote as separate voting groups under this section would affect those two (2) or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to section 30-29-1003(c), Idaho Code.

(d)  A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.

History:

[30-29-1004, added 2015, ch. 243, sec. 65, p. 943; am. 2019, ch. 90, sec. 116, p. 295.]