355.601. Class voting by members on amendments.

MISSOURI STATUTES AND CODES

355.601. Class voting by members on amendments.

Class voting by members on amendments.

355.601. 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 the bylawsif the amendment would change the rights of that class as tovoting in a manner different than such amendment affects anotherclass 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 thebylaws 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 ofall or part of the 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 the bylawsonly if a class vote is provided for in the articles or bylaws.

4. If a class is to be divided into two or more classes asa result of an amendment to the bylaws, the amendment must beapproved by the members of each class that would be created bythe amendment.

5. If a class vote is required to approve an amendment tothe bylaws, the amendment must be approved by the members of theclass by two-thirds of the votes cast by the class or a majorityof the voting power of the class, whichever is less.

6. A class of members is entitled to the voting rightsgranted by this section although the articles and bylaws providethat the class may not vote on the proposed amendment.