Voting on amendments by classes of members

If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise: (1) The members of a class are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a different manner than such amendment would affect another class or members of another class; (2) If a class is to be divided into two or more classes as a result of an amendment to the articles, the amendment must be approved by the members of each class that would be created by the amendment; and (3) If a class vote is required to approve an amendment to the articles, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (Code 1981, § 14-3-1004, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is based generally on the Model Act and its Business Code counterpart. It differs from the Model Act because this Code does not follow the Model Act approach of categorizing nonprofit corporations. It differs from the Business Code because of the different rights and interests of members and shareholders. 701 14-3-1005 CORPORATIONS & PARTNERSHIPS 14-3-1005.1 14-3-1005. Articles of amendment.