N.Y. Business Corporation Law § 617: Voting by class or classes of shares

§ 617. Voting by class or classes of shares.

(a) The certificate of incorporation may contain provisions specifying

that any class or classes of shares or of any series thereof shall vote

as a class in connection with the transaction of any business or of any

specified item of business at a meeting of shareholders, including

amendments to the certificate of incorporation.

(b) Where voting as a class is provided in the certificate of

incorporation, it shall be by the proportionate vote so provided or, if

no proportionate vote is provided, in the election of directors, by a

plurality of the votes cast at such meeting by the holders of shares of

such class entitled to vote in the election, or for any other corporate

action, by a majority of the votes cast at such meeting by the holders

of shares of such class entitled to vote thereon.

(c) Such voting by class shall be in addition to any other vote,

including vote by class, required by this chapter and by the certificate

of incorporation as permitted by this chapter.