Ohio Code 1729.09 – Voting on amendment
(A)(1) Unless the board provides that division (A)(3) of this section applies to an amendment to the articles of incorporation, a holder of stock other than membership stock or patronage stock who is affected by a proposed amendment to the articles shall be entitled to cast one vote on the amendment regardless of the par or stated value of the stock, the number of shares, or the number of affected classes of stock held.
Terms Used In Ohio Code 1729.09
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Another: when used to designate the owner of property which is the subject of an offense, includes not only natural persons but also every other owner of property. See Ohio Code 1.02
- Association: means any corporation organized under this chapter. See Ohio Code 1729.01
- Board: means the board of directors of an association. See Ohio Code 1729.01
- Member: means a person who has been qualified and accepted into membership in a cooperative. See Ohio Code 1729.01
- members: as used in this chapter with respect to the right of a member to vote, voting procedure, the required proportion of member votes, actions that are required or permitted to be taken by members, and the number of members required for a quorum, means the delegates or other members entitled to vote. See Ohio Code 1729.17
- Membership stock: means any class of stock or other equity interest in a cooperative, continuous ownership of which is required for membership in the cooperative. See Ohio Code 1729.01
- Patronage stock: means any stock or other equity interest in a cooperative that was originally issued by the cooperative with respect to patronage transactions. See Ohio Code 1729.01
(2) A member holding stock affected by a proposed amendment may vote only as a member and shall not be entitled to vote or demand fair cash value as an affected stockholder.
(3) The board may provide that a stockholder otherwise entitled to vote under division (A)(1) of this section shall instead be entitled to payment of fair cash value of the affected stock held by such stockholder in accordance with section 1729.46 of the Revised Code.
(B) For purposes of this section, a holder of stock is affected as to any class of stock owned by the holder only if an amendment would expressly do any of the following:
(1) Decrease the dividends to which that class may be entitled or change the method by which the dividend rate on that class is fixed;
(2) Further restrict rights to transfer that class;
(3) Give to another existing or any new class of stock or equity interest not previously entitled thereto any preference, as to dividends or upon dissolution, that is higher than preferences of that class;
(4) Change the par value of shares of that class or of any other class having the same or higher preferences as to dividends or upon dissolution;
(5) Increase the number of authorized shares of any class having a higher preference as to dividends or upon dissolution;
(6) Require or permit an exchange of shares of any class with lower preferences as to dividends or upon dissolution for shares of any other class with higher preferences.
(C) If any proposed amendment will alter or change the powers, preferences, or special rights of one or more series of any class so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of division (B) of this section.
(D) If stockholders are entitled to vote on an amendment, the amendment is adopted only if all of the following conditions are met:
(1) Notice of the meeting, an exact copy of the proposed amendment, and a ballot on the amendment have been sent to each affected stockholder;
(2) Approval by the members under section 1729.08 of the Revised Code;
(3) Approval by a simple majority of the affected stockholders present and voting at a meeting of the stockholders.
(E) This section does not apply to stock issued prior to the effective date of this section, unless the association adopts an amendment to its articles of incorporation making the stock subject to this section. As to such stock, an amendment shall first be approved by two-thirds of the directors and shall then be adopted by a vote representing a majority of all the members of the association.