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When Non-Voting Shares Have The Right To Vote

The California General Corporation Law authorizes a corporation to "issue one or more classes or series of shares or both, with full, limited or no voting rights".  Cal. Corp. Code § 400(a).  Thus, it may be reasonable to assume that when a corporation issues shares with no voting rights, those shares would have no right to vote.  That is not necessarily the case, for Section 117 provides:

Any requirement in this division [i.e., the GCL] for a vote of each class of outstanding shares means such a vote regardless of limitations or restrictions upon the voting rights thereof, unless expressly limited to voting shares.

This means that outstanding shares of a California corporation may not be denied the right to vote as to a number of matters.  For example, the GCL requires a class vote for the amendment of the articles of incorporation if the amendment would effect certain specified changes.  Cal. Corp. Code § 903(a).

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