Illinois § 10.25

§ 10.25.

Class voting. Except as provided in Section 10.40, the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment if the articles of incorporation so provide or if the amendment would: (a) Increase or decrease the aggregate number of authorized shares of such class. (b) Effect an exchange, reclassification, or cancellation of all or part of the shares of such class. (c) Change the designations, preferences, qualifications, limitations, restrictions, or special or relative rights of the shares of such class. (d) In the case of a preferred or special class of shares, divide the shares of such class into series and fix or authorize the board of directors to fix the variations in the relative rights and preferences between the shares of such series. (e) Change the shares of such class into the same or a different number of shares of the same class or another class or classes. (f) Create a right of exchange, of all or any part of the shares of another class into the shares of such class. (g) Create a new class of shares having rights and preferences prior, superior or substantially equal to those of the shares of such class, or increase the rights and preferences of any class having rights and preferences prior, superior or substantially equal to those of the shares of such class, or increase the rights and preferences of any class having rights and preferences subordinate to those of such class if such increase would then make the rights and preferences substantially equal to or superior to those of such class. (h) Limit or deny the existing preemptive rights of the shares of such class. (i) Cancel or otherwise affect dividends on the shares of such class which had accumulated but had not been declared. (j) Limit or deny the voting rights of the shares of such class. The holders of the outstanding shares of a class shall not be entitled to vote as a class upon a proposed amendment if such class is divided into series, and the proposed amendment would affect one or more but not all of such series in one or more of the ways described in subsections (a) through (i) above. In such event, the holders of the outstanding shares of any series to be affected by the proposed amendment shall be entitled to vote as a class thereon. (Source: P.A. 83-1025.)