US Laws, Codes, Statutes & Cases

 
  § 802. Authorization of amendment or change, class vote.
    (a)  Amendment  or change of the certificate of incorporation shall be
  authorized:
    (1) If there are members entitled to vote thereon, by majority vote of
  such members at a meeting as provided in paragraph (c)  of  section  613
  (Vote of members).
    (2)  If  there  are  no members entitled to vote thereon, by vote of a
  majority of the entire board.
    (b) Notwithstanding any provision in the certificate of  incorporation
  or  by-laws, members 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  required  by  paragraph  (a) (1), the
  amendment shall be authorized by majority vote of  the  members  of  the
  class, when the proposed amendment would exclude or limit their right to
  vote  on any matter except as such right may be limited by voting rights
  given to members of an existing class or of a new class.
    (c) Any one or more of the following changes may be authorized  by  or
  pursuant to authorization of the board:
    (1)   To  specify  or  change  the  location  of  the  office  of  the
  corporation.
    (2) To specify  or  change  the  post  office  address  to  which  the
  secretary  of  state  shall  mail  a  copy  of  any  process against the
  corporation served upon him.
    (3) To make, revoke or change the designation of a  registered  agent,
  or to specify or change the address of its registered agent.
    (d)  This  section  shall  not alter the vote required under any other
  section for the authorization of an amendment referred to  therein,  nor
  alter the authority of the board to authorize amendments under any other
  section.