RTA · Business Corporations Act
Part 14 — Fundamental Changes
176 Class votes
(2), of a series are entitled to vote separately as a class or series on
a proposal to amend the articles to
(a) increase or decrease the maximum number of authorized
shares of that class,
(b) increase the maximum numb er of authorized shares of a
class having rights or privileges equal or superior to the
rights or privileges attached to the shares of that class,
(c) effect an exchange, recla ssification or cancellation of all or
part of the shares of that class,
(d) add, change or remove the rights, privileges, restrictions or
conditions attached to the shares of that class and, without
limiting the generality of the foregoing,
(i) remove or change prejudicially rights to accrued
dividends or rights to cumulative dividends,
(ii) add, remove or change prejudicially redemption rights,
(iii) reduce or remove a divide nd preference or a liquidation
preference, or
RSA 2000
(iv) add, remove or change prejudicially conversion
privileges, options, voting, transfer or pre-emptive
rights, rights to acquire securities of a corporation or
sinking fund provisions,
(e) increase the rights or priv ileges of any class of shares having
rights or privileges equal or superior to the rights or
privileges attached to the shares of that class,
(f) create a new class of shares having rights or privileges equal
or superior to the rights or privileges attached to the shares
of that class,
(g) make the rights or privilege s of any class of shares having
rights or privileges inferior to the rights or privileges of the
shares of that class equal or superior to the rights or
privileges of the shares of that class,
(h) effect an exchange or create a right of exchange of all or
part of the shares of another class into the shares of that
class, or
(i) constrain the issue or tran sfer of the shares of that class or
extend or remove that constraint.
(2) The holders of a series of shares of a class are entitled to vote
separately as a series under subsection (1) only if the series is
affected by an amendment in a manner different from other shares
of the same class.
(3) Subsection (1) applies whether or not shares of a class or series
otherwise carry the right to vote.
(4) A proposed amendment to the articles referred to in subsection
(1) is adopted when the holders of the shares of each class or series
entitled to vote separately on the amendment as a class or series
have approved the amendment by a special resolution.
1981 cB-15 s170;1987 c15 s18