
Art. 4.03. Class Voting on Amendments                                         

A. The holders of the outstanding shares of a class shall be 
entitled to vote as a class upon a proposed amendment, and the 
holders of the outstanding shares of a series shall be entitled to 
vote as a class upon a proposed amendment, whether or not entitled 
to vote thereon by the provisions of the articles of incorporation, 
if the amendment would accomplish any of the following, unless the 
amendment is undertaken pursuant to authority granted to the board 
of directors in the articles of incorporation in accordance with 
Article 2.13 of this Act:

(1) Increase or decrease the aggregate number of authorized shares 
of such class or series.

(2) Increase or decrease the par value of the shares of such class, 
including changing shares having a par value into shares without 
par value, or shares without par value into shares with par value.

(3) Effect an exchange, reclassification, or cancellation of all or 
part of the shares of such class or series.

(4) Effect an exchange, or create a right of exchange, of all or any 
part of the shares of another class into the shares of such class or 
series.

(5) Change the designations, preferences, limitations, or relative 
rights of the shares of such class or series.

(6) Change the shares of such class or series, whether with or 
without par value, into the same or a different number of shares, 
either with or without par value, of the same class or series or 
another class or series.

(7) Create a new class or series of shares having rights and 
preferences equal, prior, or superior to the shares of such class or 
series, or increase the rights and preferences of any class or 
series having rights and preferences equal, prior, or superior to 
the shares of such class or series, or increase the rights and 
preferences of any class or series having rights or preferences 
later or inferior to the shares of such class or series in such a 
manner as to become equal, prior, or superior to the shares of such 
class or series.

(8) Divide the shares of such class into series and fix and 
determine the designation of such series and the variations in the 
relative rights and preferences between the shares of such series.

(9) Limit or deny the existing preemptive rights of the shares of 
such class or series.

(10) Cancel or otherwise affect dividends on the shares of such 
class or series which had accrued but had not been declared.

(11) Include in or delete from the articles of incorporation any 
provisions required or permitted to be included in the articles of 
incorporation of a close corporation in conformance with Part 
Twelve of this Act.

B. Unless otherwise provided in a corporation's articles of 
incorporation, if the holders of the outstanding shares of a class 
that is divided into series are entitled to vote as a class on a 
proposed amendment and the amendment would affect all series of 
such class (other than any series of which no shares are outstanding 
or any series that is not affected by the amendment) equally, than 
the holders of the separate series shall not be entitled to separate 
class votes.

C. Unless otherwise provided in a corporation's articles of 
incorporation, the approval of a proposed amendment to the 
corporation's articles of incorporation that would solely effect 
changes in the designations, preferences, limitations, and 
relative rights, including voting rights, of one or more series of 
shares of the corporation that have been established pursuant to 
the authority granted the board of directors in the articles of 
incorporation in accordance with Article 2.13 of this Act shall not 
require the approval of the holders of the outstanding shares of any 
class or series other than such series if the preferences, 
limitations and relative rights of such series after giving effect 
to such amendment and of any series that may be established as a 
result of a reclassification of such series are, in each case, 
within those permitted to be fixed and determined by the board of 
directors with respect to the establishment of any new series of 
shares pursuant to the authority granted the board of directors in 
the articles of incorporation in accordance with Article 2.13 of 
this Act.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1958.  Amended by 
Acts 1967, 60th Leg., p. 1758, ch. 663, Sec. 1, eff. June 17, 1967;  
Acts 1973, 63rd Leg., p. 1506, ch. 545, Sec. 31, 32, eff. Aug. 27, 
1973;  Acts 1975, 64th Leg., p. 318, ch. 134, Sec. 15, eff. Sept. 1, 
1975;  Acts 1981, 67th Leg., p. 3117, ch. 818, Sec. 7, eff. Aug. 31, 
1981;  Acts 1985, 69th Leg., ch. 128, Sec. 12, eff. May 20, 1985;  
Acts 1991, 72nd Leg., ch. 901, Sec. 22, eff. Aug. 26, 1991;  Acts 
1997, 75th Leg., ch. 375, Sec. 22, eff. Sept. 1, 1997.

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