Voting on Amendments by Voting Groups

1. Law
2. Tennessee Code
3. Securities, Corporations and Associations
4. Amendment of Charter and Bylaws
5. Amendment of Charter
6. Voting on Amendments by Voting Groups

1. The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by chapters 11-27 of this title) on a proposed amendment if the amendment would:
   1. Increase or decrease the aggregate number of authorized shares of the class;
   2. Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
   3. Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
   4. Change the designation, rights, preferences, or limitations of all or part of the shares of the class;
   5. Change the shares of all or part of the class into a different number of shares of the same class;
   6. Create a new class or change a class with subordinate and inferior rights into a class of shares, having rights or preferences with respect to distributions or dissolution that are prior, superior, or substantially equal to the shares of the class, or increase the rights, preferences or number of authorized shares of any class having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
   7. Limit or deny an existing preemptive right of all or part of the shares of the class;
   8. Authorize the issuance as a share dividend of shares of such class in respect of shares of another class; or
   9. Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
2. If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
3. If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
4. A class or series of shares is entitled to the voting rights granted by this section although the charter provides that the shares are nonvoting shares.

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