2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 302A Business Corporations
Section 302A.137 CLASS OR SERIES VOTING ON AMENDMENTS.

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) effect an exchange, reclassification, or cancellation of all or part of the shares of the
class or series, or effect a combination of outstanding shares of a class or series into a lesser
number of shares of the class or series where each other class and series is not subject to a
similar combination;
(b) 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;
(c) change the rights or preferences of the shares of the class or series;
(d) 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;
(e) 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;
(f) limit or deny any existing preemptive rights of the shares of the class or series; or
(g) cancel or otherwise affect distributions on the shares of the class or series that have
accrued but have not been declared.
History: 1981 c 270 s 15; 1987 c 104 s 12; 1993 c 17 s 14; 2004 c 199 art 14 s 8