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The 192nd General Court of the Commonwealth of Massachusetts

Section 77: Amendments adversely affecting rights of stockholder

Section 77. For the purpose of this chapter, the rights of a stockholder shall not be considered adversely affected by any amendment of its articles of organization unless the amendment (otherwise than as permitted by the articles of organization)—

(a) alters or abolishes any preferential right of his stock having preferences;

(b) creates, alters or abolishes any right in respect of redemption of his stock;

(c) alters or abolishes any preemptive right in respect of his stock;

(d) creates or alters (other than to abolish) any restriction on transfer applicable to his stock; or

(e) excludes or limits his right as a stockholder to vote on a matter except as such right may be limited by voting rights given to new shares then being authorized of an existing or new class.