KRS 271B.10-040: Voting on amendments by voting groups.

(1) The holders of the outstanding shares of a class shall be entitled to vote as a

separate voting group (if shareholder voting is otherwise required by this chapter)

on a proposed amendment if the amendment would:

(a) Increase or decrease the aggregate number of authorized shares of the class;

(b) Effect an exchange or reclassification of all or part of the shares of the class

into shares of another class;

(c) 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;

(d) Change the designation, rights, preferences, or limitations of all or part of the

shares of the class;

(e) Change the shares of all or part of the class into a different number of shares

of the same class;

(f) 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;

(g) Increase the rights, preferences, or number of authorized shares o f 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;

(h) Limit or deny an existing preemptive right o f all or part of the shares of the

class; or

(i) 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 (1) or

more of the ways described in subsection (1) of this section, the shares of that series

shall be entitled to vote as a separate voting group on the proposed amendment.

(3) If a proposed amendment that entitles two (2) or mo re series of shares to vote as

separate voting groups under this section would affect those two (2) or more series

in the same or a substantially similar way, the shares of all the series so affected

shall 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

although the articles of incorporation provide that the shares are nonvoting shares.