2000 Minnesota Statutes

     302A.137 Class or series voting on amendments. 

    The holders of the outstanding shares of a class or series 
 are entitled to vote as a class or series upon a proposed 
 amendment, whether or not entitled to vote thereon by the 
 provisions of the articles, if the amendment would:  

    (a) Increase or decrease the aggregate number of authorized 
 shares of the class or series; 

    (b) Effect an exchange, reclassification, or cancellation 
 of all or part of the shares of the class or series; 

    (c) Effect an exchange, or create a right of exchange, of 
 all or any part of the shares of another class or series for the 
 shares of the class or series; 

    (d) Change the rights or preferences of the shares of the 
 class or series; 

    (e) Change the shares of the class or series, whether with 
 or without par value, into the same or a different number of 
 shares, either with or without par value, of another class or 
 series; 

    (f) Create a new class or series of shares having rights 
 and preferences prior and superior to the shares of that class 
 or series, or increase the rights and preferences or the number 
 of authorized shares, of a class or series having rights and 
 preferences prior or superior to the shares of that class or 
 series; 

    (g) Divide the shares of the class into series and 
 determine the designation of each series and the variations in 
 the relative rights and preferences between the shares of each 
 series, or authorize the board to do so; 

    (h) Limit or deny any existing preemptive rights of the 
 shares of the class or series; or 

    (i) Cancel or otherwise affect distributions on the shares 
 of the class or series that have accrued but have not been 
 declared.  

    HIST: 1981 c 270 s 15; 1987 c 104 s 12; 1993 c 17 s 14