Georgia § 14-2-1004 - Voting on amendments by voting groups.

§ 14-2-1004. Voting on amendments by voting groups.

The holders of the outstanding shares of a class are entitled to vote as a separate voting group (unless shareholder voting is not required by virtue of Code Section 14-2-1002) on a proposed amendment if the amendment would: Increase or decrease the aggregate number of authorized shares of the class; provided, however, that if the articles of incorporation specifically authorize the shares of any class to be increased or decreased without a vote of such class, under such circumstances, the authorized number, terms, conditions, designations, preferences, limitations, and relative rights of those shares may be fixed as provided in the articles of incorporation; Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; 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; Change the designation, rights, preferences, or limitations of all or part of the shares of the class; Change the shares of all or part of the class into a different number of shares of the same class; Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; Limit or deny an existing preemptive right of all or part of the shares of the class; 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; or Cancel, redeem, or repurchase all or part of the shares of the class. If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this Code section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment. If a proposed amendment would not affect a series in any manner described in subsection (a) of this Code section, the holders of shares of that series are not entitled to vote as a separate voting group on the proposed amendment unless the articles of incorporation provide otherwise. If a proposed amendment that entitles two or more series of shares within a class to vote as separate voting groups under this Code section would affect those two or more series in the same or a substantially similar way, the shares of all the series within the class so affected must vote together as a single voting group on the proposed amendment. A class or series of shares is entitled to the voting rights granted by this Code section although the articles of incorporation provide that the shares are nonvoting shares. The articles of incorporation may provide that a class or series has voting rights in addition to those granted by this Code section. (Code 1981, § 14-2-1004 , enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 47; Ga. L. 2000, p. 1567, § 8.) Law reviews. - For article, "The Acquisition Process and the Closely-Held Corporation: Selected Legal Aspects," see 36 Mercer L. Rev. 567 (1985). For note on 2000 amendment of O.C.G.A. § 14-2-1004 , see 17 Ga. St. U. L. Rev. 46 (2000).