Class Voting by Members on Amendments

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

1. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
   1. Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than the amendment would affect another class;
   2. Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
   3. Increase or decrease the number of memberships authorized for that class;
   4. Increase the number of memberships authorized for another class;
   5. Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
   6. Authorize a new class of memberships.
2. If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
3. If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
4. A class of members is entitled to the voting rights granted by this section although the charter and bylaws provide that the class may not vote on the proposed amendment.

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