(805 ILCS 5/10.25) (from Ch. 32, par. 10.25)
Sec. 10.25.
Class voting.
Except as provided in Section 10.40, the holders of the outstanding
shares of a class shall be entitled to vote as a class upon a proposed
amendment if the articles of incorporation so provide or if the amendment would:
(a) Increase or decrease the aggregate number of authorized shares of
such class.
(b) Effect an exchange, reclassification, or cancellation of all or part
of the shares of such class.
(c) Change the designations, preferences, qualifications, limitations,
restrictions, or special or relative rights of the shares of such class.
(d) In the case of a preferred or special class of shares, divide the
shares of such class into series and fix or authorize the board of directors
to fix the variations in the relative rights and preferences
between the shares of such series.
(e) Change the shares of such class
into the same or a different number of shares
of the same class or another class or classes.
(f) Create a right of exchange, of all or any part of the shares of
another class into the shares of such class.
(g) Create a new class of shares having rights and preferences prior,
superior or substantially equal to those of the shares of such class, or
increase the rights and preferences of any class having rights and preferences
prior, superior or substantially equal to those of the shares of such class,
or increase the rights and preferences of any class having rights and preferences
subordinate to those of such class if such increase would then make the
rights and preferences substantially equal to or superior to those of such class.
(h) Limit or deny the existing preemptive rights of the shares of such class.
(i) Cancel or otherwise affect dividends on the shares of such class which
had accumulated but had not been declared.
(j) Limit or deny the voting rights of the shares of such class.
The holders of the outstanding shares of a class shall not be entitled
to vote as a class upon a proposed amendment if such class is divided into
series, and the proposed amendment would affect one or more but not all
of such series in one or more of the ways described in subsections (a)
through (i) above. In such event, the holders of the outstanding
shares of any series to be affected by the proposed amendment shall be entitled
to vote as a class thereon.
(Source: P.A. 83-1025.)
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