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1996 SESSION

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HB 1009 Corporations; voting on amendments by voting groups.

Introduced by: W. Tayloe Murphy, Jr. | all patrons    ...    notes | add to my profiles

SUMMARY:

Corporations; voting on amendments by voting groups. Permits Virginia corporations to exclude from class votes amendments to articles of incorporation increasing or decreasing the number of shares of a voting class of stock, but not below the number of shares of the class then outstanding. This exclusion can be included in the original articles of incorporation, or in an amendment (i) that is adopted prior to the issuance of any shares of such class or (ii) that is authorized by the required vote of the shares of such class. The bill also provides that the holders of preferred stock which may be converted into common stock, as well as the holders of the underlying common stock (into which such preferred stock is convertible), vote together on any proposed amendment to a corporation's articles of incorporation only when both classes will be affected the same way.


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