§ 55A-10-04. Class voting by members on amendments. - North Carolina Statutes

§55A‑10‑04.  Class voting by members on amendments.

(a)        The members of aclass in a charitable or religious corporation are entitled to vote as a classon a proposed amendment to the articles of incorporation if the amendment wouldaffect the rights of that class as to voting in a manner that is different fromthe manner in which the amendment would affect another class.

(b)        The members of aclass in a corporation other than a charitable or religious corporation areentitled to vote as a class on a proposed amendment to the articles ofincorporation if the amendment would:

(1)        Affect the rights,privileges, preferences, restrictions, or conditions of that class as tovoting, dissolution, redemption, or transfer of memberships in a manner that isdifferent from the manner in which the amendment would affect another class;

(2)        Affect the rights,privileges, preferences, restrictions, or conditions of that class as tovoting, dissolution, redemption, or transfer of memberships by changing therights, privileges, preferences, restrictions, or conditions of another class;

(3)        Increase or decreasethe number of memberships authorized for that class;

(4)        Increase the numberof memberships authorized for another class;

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

(6)        Authorize a newclass of memberships.

(c)        If a class is to bedivided into two or more classes as a result of an amendment to the articles ofincorporation, the amendment shall be approved by the members of each classthat would be created by the amendment.

(d)        If a class vote isrequired to approve an amendment to the articles of incorporation of acorporation, the amendment shall be approved by the members of the class by two‑thirdsof the votes cast by the class or a majority of the votes entitled to be castby the class on the amendment, whichever is less.

(e)        A class of membersis entitled to the voting rights granted by this section although the articlesof incorporation and bylaws provide that the class shall not vote on theproposed amendment. (1993, c. 398, s. 1.)