Section 355.601

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 355

Effective - 01 Jul 1995, see footnote   

  355.601.  Class voting by members on amendments. — 1.  Except as otherwise provided in this section the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.

  2.  The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:

  (1)  Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;

  (2)  Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;

  (3)  Increase or decrease the number of memberships authorized for that class;

  (4)  Increase the number of memberships authorized for another class;

  (5)  Effect an exchange, reclassification or termination of all or part of the memberships of that class; or

  (6)  Authorize a new class of memberships.

  3.  The members of a class of a public benefit corporation which is a church or convention or association of churches are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.

  4.  If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.

  5.  If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

  6.  A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.

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(L. 1994 H.B. 1095)

Effective 7-01-95