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New York Consolidated Laws, Business Corporation Law - BSC § 804. Class voting on amendment

Current as of January 01, 2026 | Updated by Findlaw Staff

(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.

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Cite this article: FindLaw.com - New York Consolidated Laws, Business Corporation Law - BSC § 804. Class voting on amendment - last updated January 01, 2026 | https://codes.findlaw.com/ny/business-corporation-law/bsc-sect-804/

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