Part 2 — Provincial Companies Subpart 1 Status and Powers of Provincial Companies
239 Class vote
(2), of a series are, unless the bylaws otherwise provide in the case
of an amendment to the bylaws referred to in clause (a), (b) or (e),
entitled to vote separately as a class or series on a proposal to
amend the bylaws
(a) to increase or decrease any maximum number of authorized
shares of that class, or increase any maximum number of
authorized shares of a class having rights or privileges equal
or superior to the shares of that class,
(b) to effect an exchange, recl assification or cancellation of all
or part of the shares of that class,
(c) to 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) to remove or change prejudicially rights to accrued
dividends or rights to cumulative dividends,
(ii) to add, remove or change prejudicially redemption
rights,
(iii) to reduce or remove a dividend preference or a
liquidation preference, or
(iv) to add, remove or change prejudicially conversion
privileges, options, voting, transfer or pre-emptive
rights, rights to acquire securities of the provincial
company or sinking fund provisions,
(d) to increase the rights or pr ivileges of any class of shares
having rights or privileges equal or superior to the shares of
that class,
(e) to create a new class of shares equal or superior to the shares
of that class,
(f) to make any class of shares having rights or privileges
inferior to the shares of that class equal or superior to the
shares of that class, or
(g) to effect an exchange or cr eate a right of exchange of all or
part of the shares of another class into the shares of that
class.
(2) The holders of a series of shares of a class are entitled to vote
separately as a series under subsection (1) if that series would be
RSA 2000
affected by an addition or amendment to the bylaws differently
from how other shares of the same class would be affected.
(3) Subsections (1) and (2) apply whether or not the shares of a
class otherwise carry the right to vote.
(4) A proposed addition or amendment to the bylaws referred to in
subsection (1) is adopted when the holders of the shares of each
class or series entitled to vote separately on the addition or
amendment as a class or series and the participating policyholders
have approved the addition or amendment by a special resolution.
1999 cI-5.1 s239