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322B.155 CLASS OR SERIES VOTING ON AMENDMENTS.
The owners of the outstanding membership interests of a class or series are entitled to vote
as a class or series upon a proposed amendment to the articles of organization, whether or
not entitled to vote on the amendment by the provisions of the articles of organization, if the
amendment would:
(1) effect an exchange, reclassification, or cancellation of all or part of the membership
interests of the class or series, or effect a combination of outstanding membership interests of a
class or series into a lesser number of membership interests of the class or series where each other
class or series is not subject to a similar combination;
(2) effect an exchange, or create a right of exchange, of all or any part of the membership
interests of another class or series for the membership interests of the class or series;
(3) change the rights or preferences of the membership interests of the class or series;
(4) create a new class or series of membership interests having rights and preferences
prior and superior to the membership interests of that class or series, or increase the rights
and preferences or the number of membership interests, of a class or series having rights and
preferences prior or superior to the membership interests of that class or series;
(5) divide the membership interests of the class into series and determine the designation
of each series and the variations in the relative rights and preferences between the membership
interests of each series or authorize the board of governors to do so;
(6) limit or deny any existing preemptive rights of the membership interests of the class or
series; or
(7) cancel or otherwise affect distributions on the membership interests of the class or series.
History: 1992 c 517 art 2 s 15; 1996 c 361 s 12; 1999 c 85 art 2 s 8; 2004 c 199 art 14 s 39

Official Publication of the State of Minnesota
Revisor of Statutes