KRS 271B.11-025: Change of status from or to a public benefit corporation -- Conditions

for.

(1) Notwithstanding any other provisions of this chapter, a corporation that is not a

public benefit corporation shall not, without the approval of ninety percent (90%) of

the outstanding shares of each class of the stock of the corporation of which there

are outstanding shares, whether voting or nonvoting:

(a) Amend its articles of incorporation to elect to be a public benefit corporation;

or

(b) Merge with or into another entity if, as a result of the merger, the shares in the

corporation would become, or be converted into or exchanged for the right to

receive, shares or other equity interests in a domestic or foreign public benefit

corporation or similar entity. The restrictions of this section shall not apply

prior to the time that the corporation has received payment for any of its

capital stock.

(2) Any stockholder of a corporation that is not a public benefit corporation who:

(a) Holds shares of stock of the corpo ration immediately prior to the effective

time of:

1. An amendment to the corporation's articles of incorporation to become a

public benefit corporation; or

2. A merger that would result in the conversion of the corporation's stock

into, or exchange of the corporation's stock for the right to receive,

shares or other equity interests in a domestic or foreign public benefit

corporation or similar entity; and

(b) Has not voted in favor of the amendment, merger, or consolidation or

consented thereto in writing;

shall be entitled to exercise dissenters' rights under Subtitle 13 of this chapter.

(3) Notwithstanding any other provisions of this chapter, a corporation that is a public

benefit corporation shall not, without the approval of two -thirds (2/3) of the

outstanding shares of each class of the stock of the corporation of which there are

outstanding shares, whether voting or nonvoting:

(a) Amend its articles of incorporation to delete the election to be a public benefit

corporation; or

(b) Merge with or into another entity if, as a result of the merger, the shares in the

corporation would become, or be converted into or exchanged for the right to

receive, shares or other equity interests in a domestic or foreign corporation

that is not a public benefit corpora tion or similar entity and the articles of

incorporation of which does not contain the identical public benefit or public

benefits as the public benefit corporation identified in its articles of

incorporation.