C.R.S.
Section 7-110-104
Voting on amendments of articles of incorporation by voting groups
(1)
If shareholder voting is otherwise required by articles 101 to 117 of this title, the holders of the shares of a class are entitled to vote as a separate voting group on an amendment if the amendment would:(a)
Increase or decrease the aggregate number of authorized shares of the class;(b)
Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;(c)
Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;(d)
Change the designation, preferences, limitations, or relative rights of all or part of the shares of the class;(e)
Change the shares of all or part of the class into a different number of shares of the same class;(f)
Create a new class of shares having rights or preferences with respect to distributions or dissolution that are prior, superior, or substantially equal to the shares of the class;(g)
Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;(h)
Limit or deny an existing preemptive right of all or part of the shares of the class; or(i)
Cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the class.(2)
If an amendment would affect a series of a class of shares in one or more of the ways described in subsection (1) of this section, the shares of that series are entitled to vote as a separate voting group on the amendment.(3)
If an amendment that entitles two or more series of a class of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected shall, instead, vote together as a single voting group on the amendment.(4)
A class or series of shares is entitled to the voting rights granted by this section notwithstanding any provision in the articles of incorporation that the shares are nonvoting shares.
Source:
Section 7-110-104 — Voting on amendments of articles of incorporation by voting groups, https://leg.colorado.gov/sites/default/files/images/olls/crs2023-title-07.pdf (accessed Oct. 20, 2023).
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