KRS 271B.7-210: Voting entitlement of shares.

(1) Except as provided in subsections (2) and (4) of this section or unless the articles of

incorporation provide otherwise, each outstanding share, regardless of class, shall

be entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only

shares shall be entitled to vote.

(2) Absent special circumstances, the shares of a corporation shall not be entitled to

vote if they are owned, directly or indirectly, by an entity, domestic or foreign, and

the corporation controls, directly or indirectly, the entity's determination to vote, and

how to vote, the shares.

(3) Subsection (2) of this section shall not limit the power of a corporation to vote any

shares, including its own shares, held by it in a fiduciary capacity.

(4) Redeemable shares shall not be entitled to vote after notice of redemption is mailed

to the holders and a sum sufficient to redeem the shares has been deposited with a

bank, trust company, or other financial institution under an irrevocable obligation to

pay the holders the redemption price on surrender of the shares.