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Massachusetts General Laws > Part I > Title XXII > Chapter 156D > § 10.04 - Voting on amendments by voting groups

Section 10.04. VOTING ON AMENDMENTS BY VOTING GROUPS

(a) The holders of the outstanding shares of a class or of a series of a class are entitled to vote as a separate voting group, whether or not shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of organization if the amendment would:

(1) increase or decrease the aggregate number of authorized shares of the class or the series;

(2) authorize an exchange or effect a reclassification of all or part of the shares of the class or series into shares of another class or series;

(3) authorize an exchange or create a right of exchange, or effect a reclassification, of all or part of the outstanding shares of another class or series into shares of the class or series;

(4) change the designation, or the stated rights, preferences or limitations of all or part of the shares of the class or the series;

(5) change all or part of the shares of the class or series into a different number of shares of the same class or series;

(6) increase the voting rights of the outstanding shares of another class or series relative to the voting rights of the subject class or series;

(7) increase directly the stated rights or preferences of the outstanding shares of another class or series with respect to distributions or to dissolution, to make them prior, superior, or substantially equal to the rights or preferences of the subject class or series, or do so indirectly by way of implementing an exchange or reclassification of the outstanding shares of the other class or series into shares of a third class or series;

(8) limit or deny an existing preemptive right of all or part of the outstanding shares of the class or series; or

(9) cancel or otherwise affect interests in distributions or dividends that have accumulated but not yet been declared on all or part of the outstanding shares of the class or series.

(b) If a proposed amendment that entitles the holders of 2 or more classes or series of shares to vote as separate voting groups under this section would affect those 2 or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of organization or required by the board of directors.

(c) A class or series of shares is entitled to the voting rights granted by this section although the articles of organization provide that the shares are nonvoting shares.

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