§ 524.1503

524.1503 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 on a proposed amendment if the amendment would do any of the following: a. Increase or decrease the aggregate number of authorized shares of the class.b. Increase or decrease the par value of the shares of the class.c. Effect an exchange or reclassification of all or part of the shares of the class into shares of another class or effects a cancellation of all or part of the shares of the class. d. Effect an exchange or reclassification, or creates the right of exchange, of all or part of the shares of another class into shares of that class. e. Change the designation, rights, preferences, or limitations of all or part of the shares of the class. f. Change the shares of all or part of the class into a different number of shares of the same class. g. 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. h. Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to

dissolution that are prior, superior, or substantially equal to the shares of the class. h. 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 todissolution that are prior, superior, or substantially equal to the shares of the class. i. Limit or deny an existing preemptive right of all or part of the shares of the class.j. 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 or more of the ways described in subsection 1, the shares of that series are entitled to vote as a separatevoting group on the proposed amendment. 3. If a proposed amendment that entitles 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 seriesin the same or a substantially similar way, the shares of all the classes or series so affectedmust vote together as a single voting group on the proposed amendment. 4.

e two or more classes or seriesin the same or a substantially similar way, the shares of all the classes or series so affectedmust 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 even if the articles of incorporation provide that the shares are nonvoting shares. [C71, 73, 75, 77, 79, 81, §524.1503]95 Acts, ch 148, §128; 2022 Acts, ch 1062, §136 Sat Dec 23 01:25:21 2023 Iowa Code 2024, Section 524.1503 (23, 0)