[§414-284]  Voting on amendments by voting
groups.  (a)  The holders of the outstanding shares of a class are entitled
to vote as a separate voting group (if shareholder voting is otherwise required
by this chapter) on a proposed amendment if the amendment would:



(1)  Increase or decrease the aggregate number of
authorized shares of the class;



(2)  Effect an exchange or reclassification of all or
part of the shares of the class into shares of another class;



(3)  Effect an exchange or reclassification, or create
the right of exchange, of all or part of the shares of another class into
shares of the class;



(4)  Change the designation, rights, preferences, or
limitations of all or part of the shares of the class;



(5)  Change the shares of all or part of the class
into a different number of shares of the same class;



(6)  Create a new class of shares having rights or
preferences with respect to distributions or to dissolution that are prior,
superior, or substantially equal to the shares of the class;



(7)  Increase the rights, preferences, or number of
authorized shares of any class that, after giving effect to the amendment, have
rights or preferences with respect to distributions or to dissolution that are
prior, superior, or substantially equal to the shares of the class;



(8)  Limit or deny an existing preemptive right of all
or part of the shares of the class; or



(9)  Cancel or otherwise affect rights to
distributions or dividends that have accumulated but not yet been declared on
all or part of the shares of the class.



(b)  If a proposed amendment would affect a
series of a class of shares in one or more of the ways described in subsection
(a), the shares of that series are entitled to vote as a separate voting group
on the proposed amendment.



(c)  If a proposed amendment that entitles two
or more series of shares to vote as separate voting groups under this section
would affect those two or more series in the same or a substantially similar
way, the shares of all the series so affected must vote together as a single
voting group on the proposed amendment.



(d)  A class or series of shares is entitled to
the voting rights granted by this section although the articles of
incorporation provide that the shares are nonvoting shares. [L 2000, c 244, pt
of §1]