Section 804. Class voting on amendment

(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.