2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1004 - VOTING ON AMENDMENTS BY VOTING GROUPS.

        490.1004  VOTING ON AMENDMENTS BY VOTING GROUPS.
         1.  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 do any of the
      following:
         a.  Effect an exchange or reclassification of all or part of
      the shares of the class into shares of another class.
         b.  Effect an exchange or reclassification, or create the
      right of exchange, of all or part of the shares of another class into
      shares of the class.
         c.  Change the rights, preferences, or limitations of all or
      part of the shares of the class.
         d.  Change the shares of all or part of the class into a
      different number of shares of the same class.
         e.  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.
         f.  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.
         g.  Limit or deny an existing preemptive right of all or part
      of the shares of the class.
         h.  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.
         2.  If a proposed amendment would affect a series of a class of
      shares in one or more of the ways described in subsection 1, the
      holders of shares of that series are entitled to vote as a separate
      voting group on the proposed amendment.
         3.  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 so affected 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.

         4.  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.  

         89 Acts, ch 288, §112; 2002 Acts, ch 1154, §57, 125
         Referred to in § 490.1003, 490.1104, 534.501