Part 5 — Capital Structure Division 1 Membership Capital
116 Amendment of articles
subsection (4), of a series are, unless the articles provide otherwise
in the case of an amendment referred to in clause (a), (b) or (e),
entitled to vote separately as a class or series on a proposal to
amend the articles to
(a) increase or decrease any maximum number of authorized
investment shares of the class, or increase any maximum
number of authorized investment shares of a class having
rights or privileges equal or superior to the rights or
privileges attached to the investment shares of that class,
(b) effect an exchange, recla ssification or cancellation of all or
part of the investment shares of the class,
(c) add, change or remove the rights, privileges, restrictions or
conditions attached to the investment shares of the class,
including
(i) remove or prejudicially change rights to accrued
dividends or rights to cumulative dividends,
(ii) add, remove or prejudicially change redemption rights,
(iii) reduce or remove a divide nd preference or a liquidation
preference, or
(iv) add, remove or prejudicially change conversion
privileges, options, voting, transfer or pre-emptive
rights, or rights to acquire securities of a cooperative, or
sinking fund provisions,
(d) increase the rights or privileges of any class of investme nt
shares having rights or privileges equal or superior to the
rights or privileges attached to the investment shares of that
class,
(e) create a new class of investment shares having rights or
privileges equal or superior to the rights or privileges
attached to the investment shares of that class,
(f) make the rights or privileges attached to any class of
investment shares having rights or privileges inferior to the
rights or privileges attached to the investment shares of that
class equal or superior to the rights or privileges attached to
the investment shares of that class,
(g) effect an exchange or create a right of exchange of all or
part of the investment shares of another class into the
investment shares of the class, or
(h) constrain the issue, transfer or ownership of the investme nt
shares of the class or change or remove a constraint.
(2) Subsection (1) does not apply in respect of a proposal to amend
the articles to add a right or privilege for an investment shareholder
to convert investment shares of a class or series into investment
shares of another class or series that is subject to a constraint
contained in the articles but otherwise equal to the class or series
first mentioned.
(3) For the purpose of subsection (1)(e), a new class of investment
shares, the issue, transfer or ownership of which is to be
constrained by an amendment to the articles, that is otherwise equal
to an existing class of investment shares is deemed not to be equal
or superior to the existing class of shares.
(4) The investment shareholders of a class are entitled to vote
separately as a series under subsection (1) only if the effect of an
amendment on the series is different from the effect of the
amendment on other investment shares of the same class.
(5) Subsection (1) applies whether or not investment shares of a
class or series otherwise carry the right to vote.
(6) A proposed amendment to the articles referred to in subsection
(1) is adopted when it is approved by a special resolution of the
members and by a separate special resolution of the investment
shareholders of each class.
2001 cC-28.1 s116;2022 c16 s3(29)