Section 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.