§ 804 — Class voting on amendment

§ 804. Class voting on amendment.\n (a) Notwithstanding any provision in the certificate of incorporation,\nthe holders of shares of a class shall be entitled to vote and to vote\nas a class upon the authorization of an amendment and, in addition to\nthe authorization of the amendment by a majority of the votes of all\noutstanding shares entitled to vote thereon, the amendment shall be\nauthorized by a majority of the votes of all outstanding shares of the\nclass when a proposed amendment would:\n (1) Exclude or limit their right to vote on any matter, except as such\nright may be limited by voting rights given to new shares then being\nauthorized of any existing or new class or series.\n (2) Change their shares under subparagraphs (b) (10), (11) or (12) of\nsection 801 (Right to amend certificate of incorporation) or provide\nthat their shares may be converted into shares of any other class or\ninto shares of any other series of the same class, or alter the terms or\nconditions upon which their shares are convertible or change the shares\nissuable upon conversion of their shares, if such action would adversely\naffect such holders, or\n (3) Subordinate their rights, by authorizing shares having preferences\nwhich would be in any respect superior to their rights.\n (b) If any proposed amendment referred to in paragraph (a) would\nadversely affect the rights of the holders of shares of only one or more\nseries of any class, but not the entire class, then only the holders of\nthose series whose rights would be affected shall be considered a\nseparate class for the purposes of this section.\n