West Virginia Code § 31D-10-1004

Voting on amendments by voting groups
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(a) If a corporation has more than one class of shares outstanding, the holders of the
outstanding shares of a class are entitled to vote as a separate voting group, if shareholder
voting is otherwise required by this chapter, on a proposed amendment to the articles of
incorporation if the amendment would:
(1) Effect an exchange or reclassification of all or part of the shares of the class into shares
of another class;
(2) Effect an exchange or reclassification, or create the right of euxchange, of all or part of
the shares of another class into shares of the class;
(3) Change the rights, preferences or limitations of all or part of the shares of the class;
(4) Change the shares of all or part of the class into a different number of shares of the same
class; l
(5) Create a new class of shares having rights or preferences with respect to distributions or
to dissolution that are prior or superior to the shares of the class;
(6) 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 or superior to the shares of the class;
(7) Limit or deny an exisLting preemptive right of all or part of the shares of the class; or
(8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been
authorized on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one or more of the
wayWs described in subsection (a) of this section, the holders of shares of that series are
entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles the holders of 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 holders of shares of all the
classes or series affected by the proposed amendment must vote together as a single voting
group on the proposed amendment, unless otherwise provided in the articles of
incorporation or required by the board of directors.
(d) A class or series of shares is entitled to the voting rights granted by this section although
the articles of incorporation provide that the shares are nonvoting shares.

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