Guam § 281004 - Voting on Amendments by Voting Groups.

§ 281004. Voting on Amendments by Voting Groups.

(a) If a corporation has more than one class of shares outstanding, 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 this Act) on a

proposed amendment to the articles of incorporation if the amendment

would:

(1) effect an exchange or reclassification of all or part of the shares

of the class into shares of another class;

(2) 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;

(3) change the rights, preferences, or limitations of all or part of

the shares of the class;

(4) change the shares of all or part of the class into a different

number of shares of the same class;

(5) create a new class of shares having rights or preferences with

respect to distributions or to dissolution that are prior or superior to the

shares of the class;

(6) 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

or superior to the shares of the class;

(7) limit or deny an existing preemptive right of all or part of the

shares of the class; or

(8) cancel or otherwise affect rights to distributions that have

accumulated but not yet been authorized on all or part of the shares of

the class.

(b) If a proposed amendment would affect a series of a class of shares in

one or more of the ways described in subsection (a), the holders of shares of

that series are entitled to vote as a separate voting group on the proposed

amendment.

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(c) If a proposed amendment that entitles the holders of two or more

classes or series of shares to vote as separate voting groups under this section

would affect those two or more classes or series in the same or a

substantially similar way, the holders of shares of all the classes or series so

affected must vote together as a single voting group on the proposed

amendment, unless otherwise provided in the articles of incorporation or

required by the board of directors.

(d) A class or series of shares is entitled to the voting rights granted by

this section although the articles of incorporation provide that the shares are

nonvoting shares.