Corporations Code section 12503
(a)
An amendment shall also be approved by the members (Section 12224) of a class, whether or not the class is entitled to vote thereon by the provisions of the articles, if the amendment would do any of the following:(1)
Materially and adversely affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer, or the obligations of that class, in a manner different than such action affects another class.(2)
Materially and adversely affect such class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class.(3)
Increase the number of memberships authorized for the class.(4)
Increase the number of memberships authorized for another class.(5)
Effect an exchange, reclassification or cancellation of all or part of the memberships of the class.(6)
Authorize a new class of memberships.(b)
An amendment shall also be approved by the members of a series whether or not the series is entitled to vote thereon by the articles or bylaws if the series is adversely affected by the amendment in a different manner than other shares of the same class.
Source:
Section 12503, https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=12503. (updated Jan. 1, 2014; accessed Jun. 29, 2026).
