§ 802 — Authorization of amendment or change, class vote

§ 802. Authorization of amendment or change, class vote.\n (a) Amendment or change of the certificate of incorporation shall be\nauthorized:\n (1) If there are members entitled to vote thereon, by majority vote of\nsuch members at a meeting as provided in paragraph (c) of section 613\n(Vote of members).\n (2) If there are no members entitled to vote thereon, by vote of a\nmajority of the entire board.\n (b) Notwithstanding any provision in the certificate of incorporation\nor by-laws, members of a class shall be entitled to vote and to vote as\na class upon the authorization of an amendment and, in addition to the\nauthorization of the amendment required by paragraph (a) (1), the\namendment shall be authorized by majority vote of the members of the\nclass, when the proposed amendment would exclude or limit their right to\nvote on any matter except as such right may be limited by voting rights\ngiven to members of an existing class or of a new class.\n (c) Any one or more of the following changes may be authorized by or\npursuant to authorization of the board:\n (1) To specify or change the location of the office of the\ncorporation.\n (2) To specify or change the post office address to which the\nsecretary of state shall mail a copy of any process against the\ncorporation served upon him.\n (3) To make, revoke or change the designation of a registered agent,\nor to specify or change the address of its registered agent.\n (4) To specify, change or delete the email address to which the\nsecretary of state shall email a notice of the fact that process against\nthe corporation has been electronically served upon him or her.\n (d) This section shall not alter the vote required under any other\nsection for the authorization of an amendment referred to therein, nor\nalter the authority of the board to authorize amendments under any other\nsection.\n