§ 55-9A-05. Voting rights. - North Carolina Statutes

§55‑9A‑05.  Voting rights.

(a)        Control sharesacquired in a control share acquisition shall not have voting rights unlesssuch rights are granted by resolution adopted by the shareholders of thecovered corporation.

(b)        To be approvedunder this section, the resolution must be adopted by the affirmative vote ofthe holders of at least a majority of all the outstanding shares of the coveredcorporation (not including interested shares) entitled to vote for the electionof directors; provided that if applicable law or an articles of incorporationor bylaw provision adopted by the shareholders before the occurrence of thecontrol share acquisition that is the subject of the vote prescribes voting byseparate classes of shares, the resolution must also be adopted by theaffirmative vote of the holders of at least a majority of each such class (butexcluding in any such case all interested shares); and provided further that ifapplicable law or an articles of incorporation or bylaw provision adopted bythe shareholders before the occurrence of the control share acquisition that isthe subject of the vote prescribes voting by shares that would not otherwise beentitled to vote, such shares shall be treated solely for purposes of thissection as shares entitled to vote for directors (but excluding in any suchcase all interested shares). (1987, c. 182, s. 1; 1989, c.265, s. 1.)