1. The holders of the outstanding shares of a class are entitled to vote as a separate voting group on a proposed amendment if the amendment would do any of the following: a. Increase or decrease the aggregate number of authorized shares of the class. b. Increase or decrease the par value of the shares of the class. c. Effect an exchange or reclassification of allor part of the shares of the class into shares of another class or effects a cancellation of allor part of the shares of the class. d. Effect an exchange or reclassification, or creates the right of exchange, of all or part of the shares of another class into shares of that class. e. Change the designation, rights, preferences, or limitations of allor part of the shares of the class. f. Change the shares of all or part of the class into a different number of shares of the same class. g. Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class. h. 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. i. Limit or deny an existing preemptive right of allor part of the shares of the class. j. Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class. 2. Ifa proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection 1, the shares of that series are entitled to vote as a separate voting group on the proposed amendment. 3. Ifa proposed amendment that entitles two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the shares of allthe classes or series so affected must vote together as a single voting group on the proposed amendment. 4. A class or series of shares isentitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.
‹ Prev All Iowa sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.