N.Y. Banking Law § 8004: Class voting on amendment

§ 8004. Class voting on amendment. 1. Notwithstanding any provision in

the organization certificate, the holders of shares of a class or

series, shall be entitled to vote and to vote as a class upon the

authorization of an amendment and, in addition to the authorization of

the amendment by vote of the holders of a majority of all outstanding

shares entitled to vote thereon, the amendment shall be authorized by

vote of the holders of a majority of all outstanding shares of the class

or series when a proposed amendment would:

(a) Exclude or limit their right to vote on any matter, except as such

right may be limited by voting rights given to new shares then being

authorized of any existing or new class or series;

(b) Change their shares under subdivision two (h), (i) or (j) of

section eight thousand one or provide that their shares may be converted

into shares of any other class or into shares of any other series of the

same class, or alter the terms or conditions upon which their shares are

convertible or change the shares issuable upon conversion of their

shares, if such action would adversely affect such holders; or

(c) Subordinate their rights, by authorizing shares having preferences

which would be in any respect superior to their rights.

2. If any proposed amendment referred to in subdivision one would

adversely affect or subordinate the rights of the holders of shares of

only one or more series of any class, but not the entire class, then

only the holders of each series whose rights would be adversely affected

or subordinated shall be considered a separate class for the purposes of

this section.