Written by attorneys · grounded in primary & secondary sources — see below
A classification of shareholders by the type of stock held for voting on corporate matters. The classification determines separate quorums, voting thresholds, and record dates for actions taken by each group.
Sources & Authorities
How it applies
Common Examples
5
Bylaw Gap on Record Dates
Vortex Energy's bylaws were silent on setting record dates. The board therefore fixed a single record date to identify shareholders entitled to notice and to vote within both the common-stock voting group and the preferred-stock voting group for the upcoming merger vote.
Majority Vote Within Group
At Vega Motors' special meeting the common-stock voting group reached a quorum. The group then approved the stock-incentive plan because the votes cast in favor exceeded the votes cast against, satisfying the default rule for that voting group.
Quorum for Separate Group
Vitality Foods called a meeting to amend the articles. The preferred-stock voting group could act only after shares representing a majority of the votes entitled to be cast by that group were present, establishing the required quorum for the preferred voting group.
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Model Codes
Dictionaries
List Organized by Group
After fixing the record date Villanueva Construction prepared its shareholder list. The list was arranged first by voting group, then by class within each group, and included every shareholder's address and share count so that holders in the common voting group could verify their voting rights.
Separate Group Action Required
Virgil Vaughn's corporation proposed an article amendment that added a new supermajority requirement for the preferred voting group. The amendment could take effect only after both the common voting group and the preferred voting group approved it when counted separately.
City of Rome v. United States446 U.S. 156, 177 (1980)
Common questions
Frequently Asked
3
How does a corporation determine which shareholders belong to each voting group?+
Shareholders are classified into voting groups according to the type and class of stock they hold. The resulting groups then vote separately on matters that require class or series approval.
What happens if the articles require a greater vote within a voting group?+
The articles may impose a higher affirmative-vote threshold than the statutory default for that voting group. Any such heightened requirement must itself be adopted under the greater of the existing or proposed standard.
Must a corporation prepare a shareholder list arranged by voting group?+
Yes. After fixing a record date the corporation must prepare an alphabetical list arranged by voting group and, within each group, by class or series, showing each shareholder's address and share information.
446 U.S. 156 (1980)Constitutional Law
…changes in their government, which although not racially motivated, will have the effect of decreasing the ability of a black voting bloc to elect a black candidate. This Court has found, as a matter of statutory interpretation, that Congress intended to prohibit governmental changes on the basis of no more than disparate…