N.Y. BNK Law § 8004

§ 8004. Class voting on amendment. 1. Notwithstanding any provision in\nthe organization certificate, the holders of shares of a class or\nseries, shall be entitled to vote and to vote as a class upon the\nauthorization of an amendment and, in addition to the authorization of\nthe amendment by vote of the holders of a majority of all outstanding\nshares entitled to vote thereon, the amendment shall be authorized by\nvote of the holders of a majority of all outstanding shares of the class\nor series when a proposed amendment would:\n (a) Exclude or limit their right to vote on any matter, except as such\nright may be limited by voting rights given to new shares then being\nauthorized of any existing or new class or series;\n (b) Change their shares under subdivision two (h), (i) or (j) of\nsection eight thousand one or provide that their shares may be converted\ninto shares of any other class or into shares of any other series of the\nsame class, or alter the terms or conditions upon which their shares are\nconvertible or change the shares issuable upon conversion of their\nshares, if such action would adversely affect such holders; or\n (c) Subordinate their rights, by authorizing shares having preferences\nwhich would be in any respect superior to their rights.\n 2. If any proposed amendment referred to in subdivision one would\nadversely affect or subordinate the rights of the holders of shares of\nonly one or more series of any class, but not the entire class, then\nonly the holders of each series whose rights would be adversely affected\nor subordinated shall be considered a separate class for the purposes of\nthis section.\n