48-60-205 - Class voting by members on amendments. - Tennessee Statutes

48-60-205. Class voting by members on amendments.

(a)  The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:

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

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

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

     (4)  Increase the number of memberships authorized for another class;

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

     (6)  Authorize a new class of memberships.

(b)  If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.

(c)  If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(d)  A class of members is entitled to the voting rights granted by this section although the charter and bylaws provide that the class may not vote on the proposed amendment.

[Acts 1987, ch. 242, § 10.24.]