N.Y. Business Corporation Law § 804: Class voting on amendment

§ 804. Class voting on amendment.

(a) Notwithstanding any provision in the certificate of incorporation,

the holders of shares of a class 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 a majority of the votes of all

outstanding shares entitled to vote thereon, the amendment shall be

authorized by a majority of the votes of all outstanding shares of the

class when a proposed amendment would:

(1) 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.

(2) Change their shares under subparagraphs (b) (10), (11) or (12) of

section 801 (Right to amend certificate of incorporation) 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

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

which would be in any respect superior to their rights.

(b) If any proposed amendment referred to in paragraph (a) would

adversely affect 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

those series whose rights would be affected shall be considered a

separate class for the purposes of this section.