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

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

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

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

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

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

(6)  Create a new class of shares having rights orpreferences 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 ofauthorized shares of any class that, after giving effect to the amendment, haverights or preferences with respect to distributions or to dissolution that areprior, superior, or substantially equal to the shares of the class;

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

(9)  Cancel or otherwise affect rights todistributions or dividends that have accumulated but not yet been declared onall or part of the shares of the class.

(b)  If a proposed amendment would affect aseries 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 groupon the proposed amendment.

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

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