Voting on Amendments by Classes of Members

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Nonprofit Corporations
  5. Amendment of Articles of Incorporation and Bylaws
  6. Amendment of Articles of Incorporation
  7. Voting on Amendments by Classes of Members

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If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise:

  1. The members of a class are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a different manner than such amendment would affect another class or members of another class;
  2. If a class is to be divided into two or more classes as a result of an amendment to the articles, the amendment must be approved by the members of each class that would be created by the amendment; and
  3. If a class vote is required to approve an amendment to the articles, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(Code 1981, §14-3-1004, enacted by Ga. L. 1991, p. 465, § 1.)


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