355.566. Class voting by members on amendments. - Missouri Statutes

Class voting by members on amendments.

355.566. 1. Except as otherwise provided in this sectionthe members of a class in a public benefit corporation areentitled to vote as a class on a proposed amendment to thearticles if the amendment would change the rights of that classas to voting in a manner different than such amendment affectsanother class or members of another class.

2. The members of a class in a mutual benefit corporationare entitled to vote as a class on a proposed amendment to thearticles if the amendment would:

(1) Affect the rights, privileges, preferences, restrictionsor conditions of that class as to voting, dissolution, redemptionor transfer of memberships in a manner different than suchamendment would affect another class;

(2) Change the rights, privileges, preferences, restrictionsor conditions of that class as to voting, dissolution, redemptionor transfer by changing the rights, privileges, preferences,restrictions or conditions of another class;

(3) Increase or decrease the number of membershipsauthorized for that class;

(4) Increase the number of memberships authorized foranother class;

(5) Effect an exchange, reclassification or termination ofthe memberships of that class; or

(6) Authorize a new class of memberships.

3. The members of a class of a public benefit corporationwhich is a church or convention or association of churches areentitled to vote as a class on a proposed amendment to thearticles only if a class vote is provided for in the articles orbylaws.

4. If a class is to be divided into two or more classes asa result of an amendment to the articles of a public benefit ormutual benefit corporation, the amendment must be approved by themembers of each class that would be created by the amendment.

5. Except as provided in the articles or bylaws of a publicbenefit corporation which is a church or convention orassociation of churches, if a class vote is required to approvean amendment to the articles of a corporation, the amendment mustbe approved by the members of the class by two-thirds of thevotes cast by the class or a majority of the voting power of theclass, whichever is less.

6. Except as otherwise provided in this section a class ofmembers of a public benefit or mutual benefit corporation isentitled to the voting rights granted by this section althoughthe articles and bylaws provide that the class may not vote onthe proposed amendment.

(L. 1994 H.B. 1095)

Effective 7-1-95