§ 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.