(a) Unless the certificate of incorporation requires a greater vote, in addition to any other approval of stockholders required under this chapter, the approval of at least two-thirds of the votes entitled to be cast thereon, and, if any class or series of stock is entitled to vote as a separate group thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting group, shall be required for a corporation that is not a benefit corporation to:
(1) amend its certificate of incorporation to include a statement that it is subject to this article; or
(2)(i) merge with or into another entity, or effect a conversion, if, as a result of the merger or conversion, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock of a benefit corporation or stock or interests in an entity subject to provisions of organic law analogous to those in this article; provided, however, that in the case of this subsection (a)(2)(i), if the stock of one or more, but not all, voting groups are so affected, then only the stock in the voting groups so affected shall be entitled to cast votes under this subsection (a).
(ii) enter into a stock exchange with another corporation or foreign corporation, if, as a result of the stock exchange, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock of a benefit corporation or a foreign benefit corporation subject to provisions of organic law analogous to those in this article; provided, however, that in the case of this subsection (a)(2)(ii), if the stock of one or more, but not all, voting groups are so affected, then only the stock in the voting groups so affected shall be entitled to cast votes under this subsection (a).
(b) Unless the certificate of incorporation requires a greater vote, in addition to any other approval of stockholders required under this chapter, the approval of at least two-thirds of the votes entitled to be cast thereon, and, if any class or series of stock entitled to vote as a separate group thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting group, shall be required for a benefit corporation to:
(1) amend its certificate of incorporation to eliminate a statement that the corporation is subject to this article; or
(2)(i) merge with or into, another entity, or effect a conversion if, as a result of the merger or conversion, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock or interests in an entity that is neither a benefit corporation nor an entity subject to provisions of organic law analogous to those in this article; provided, however, that in the case of this subsection (b)(2)(i), if the stock of one or more, but not all, voting groups are so affected, then only the stock in the voting groups so affected shall be entitled to cast votes under this subsection (b).
(ii) enter into a stock exchange with another corporation or foreign corporation if, as a result of the stock exchange, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock or interests in a corporation or foreign corporation that is neither a benefit corporation nor a foreign benefit corporation subject to provisions of organic law analogous to those in this article; provided, however, that in the case of this subsection (b)(2)(ii), if the stock of one or more, but not all, voting groups are so affected, then only the stock in the voting groups so affected shall be entitled to cast votes under this subsection (b).
Last modified: May 3, 2021