N.D. Cent. Code § 10-19.1-20

10-19.1-20. Class or series voting on amendments

The holders of the outstanding shares of a class or series are entitled to vote as a class or

series upon a proposed amendment, whether or not entitled to vote thereon by the provisions of

the articles, if the amendment would:

1. Increase or decrease the par value of the shares of the class or series;

2. Effect an exchange, reclassification, or cancellation of all or part of the shares of the

class or series or effect a combination of outstanding shares of a class or series into a

lesser number of shares of the class or series when each other class and series is not

subject to a similar combination;

3. Effect an exchange, or create a right of exchange, of all or any part of the shares of

another class or series for the shares of the class or series;

4. Change the rights or preferences of the shares of the class or series;

5. Create a new class or series of shares having rights and preferences prior and

superior to the shares of that class or series, or increase the rights and preferences or

the number of authorized shares, of a class or series having rights and preferences

prior or superior to the shares of that class or series;

6. Divide the shares of the class into series and determine the designation of each series

and the variations in the relative rights and preferences between the shares of each

series, or authorize the board to do so;

7. Limit or deny any existing pre-emptive rights of the shares of the class or series; or

8. Cancel or otherwise affect distributions on the shares of the class or series that have

accrued but have not been declared.