§ 616. Voting by class of members.\n (a) The certificate of incorporation or the by-laws may contain\nprovisions specifying that any class or classes of members shall vote as\na class in connection with the transaction of any business or of any\nspecified item of business at a meeting of members, including amendments\nto the certificate of incorporation.\n (b) Where voting as a class is provided in the certificate of\nincorporation or the by-laws, it shall be by the proportionate vote so\nprovided or, if no proportionate vote is provided, in the election of\ndirectors, by a plurality of the votes cast at such meeting by the\nmembers of such class entitled to vote in the election, or for any other\ncorporate action, by a majority of the votes cast at such meeting by the\nmembers of such class entitled to vote thereon.\n (c) Such voting by class shall be in addition to any other vote,\nincluding vote by class, required by this chapter or by the certificate\nof incorporation or the by-laws as permitted by this chapter.\n
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