TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-1.2
Rhode Island Business Corporation Act

PART 7-1.2-901
Amendment of Articles of Incorporation

SECTION 7-1.2-904


§ 7-1.2-904 Class voting on amendments.

(a) Except as otherwise provided in this section, the holders of the outstanding shares of a class are entitled to vote as a class upon a proposed amendment, whether or not entitled to vote on the amendment by the provisions of the articles of incorporation, if the amendment would:

(1) Increase or decrease the aggregate number of authorized shares of the class.

(2) Increase or decrease the par value of the shares of the class.

(3) Effect an exchange, reclassification, or cancellation of all or part of the shares of the class.

(4) Effect an exchange, or create a right of exchange, of all or any part of the shares of another class into the shares of the class.

(5) Change the designations, preferences, limitations, or relative rights of the shares of the class.

(6) Change the shares of the class, whether with or without par value, into the same or a different number of shares, either with or without par value, of the same class or another class or classes.

(7) Create a new class of shares having rights and preferences prior and superior to the shares of the class, or increase the rights and preferences or the number of authorized shares of any class having rights and preferences prior or superior to the shares of the class.

(8) In the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the series and the variations in the relative rights and preferences between the shares of the series, or authorize the board of directors to do so.

(9) Limit or deny any existing preemptive rights of the shares of the class.

(10) Cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared.

(b) If the proposed amendment would affect only the shares of one series of a class and not the entire class, then only the shares of the series so affected is considered a separate class for the purpose of this section. Any class and any series within a class is considered a separate class for purposes of this section if the effect of the proposed amendment upon the class or series would be different than the effect of the amendment upon the other classes or other series within the class. If the proposed amendment would affect two (2) or more classes or series within a class in the same way, but would not affect the remaining classes or series within the class in the same way, the two (2) or more classes or series affected in the same way are together considered a separate class for purposes of this section. Except as otherwise provided in the articles of incorporation or the certificate referred to in § 7-1.2-602, if the proposed amendment would have no effect upon one or more classes or series of a class, the classes or series are not entitled to any vote on the proposed amendment and, for the purposes of this section, are not counted in determining the number of shares constituting the class.

History of Section.
(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.)