AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VECTREN CORPORATION
ARTICLE 1
Name
The name of the Corporation is Vectren Corporation.
ARTICLE 2
Registered Office and Registered Agent
The street address of the Corporation=s registered office in
Indiana and the name of its registered agent at that office are
20 N. W. Fourth Street, Evansville, Indiana 47741-001 and Ronald
E. Christian, Esquire.
ARTICLE 3
Purpose
The Corporation is formed for the purpose of engaging in any
lawful business.
ARTICLE 4
Shares
Section 4.1. Amount. The Corporation has authority to
issue Five Hundred Million (500,000,000) shares of capital stock
("Stock").
Section 4.2. Preferred Stock. The Corporation has the
authority to issue up to Twenty Million (20,000,000) of the Five
Hundred Million (500,000,000) shares as a separate and single
class of shares known as Preferred Stock, which may be issued in
one or more series. The Board of Directors of the Corporation
("Board") is vested with authority to determine and state the
designations and the preferences, limitations, relative rights
and voting rights, if any, of each such series by the adoption
and filing in accordance with the Indiana Business Corporation
Law (the "Act"), before the issuance of any shares of such
series, of an amendment or amendments to these Amended and
Restated Articles of Incorporation ("Articles") determining the
terms of such series, which amendment need not be approved by the
shareholders or the holders of any class or series of shares
except as provided by law. All shares of Preferred Stock of the
same series shall be identical with each other in all respects
and the Board shall designate each series to distinguish it from
all other series of stock.
Section 4.3. Common Stock. Of the Five Hundred Million
(500,000,000) shares the Corporation has authority to issue, Four
Hundred Eighty Million (480,000,000) shares which constitute a
separate class of shares known as Common Stock, which shall have
no par value and may be issued in one or more series. The class
of Common Stock authorized hereby has unlimited voting rights and
is entitled to receive the net assets of the Corporation upon
dissolution. The holders of shares of Common Stock have the
right, voting separately by class, to cast one vote for each duly
authorized, issued and outstanding share of Common Stock held by
them upon each question or matter in respect of which, under the
Act, such holders are entitled to vote by class. Such holders
also have the right to cast one vote for each duly authorized,
issued and outstanding share of Common Stock held by them upon
each question or matter submitted generally to the holders of
shares of the Corporation in respect of which, under the Act,
voting by class or by series is not required.
Section 4.4. Distributions. The Board has authority to
authorize and direct in respect of the issued and outstanding
shares of Preferred Stock and Common Stock (i) the payment of
dividends and the making of other distributions by the
Corporation at such times, in such amounts and forms, from such
sources and upon such terms and conditions as it may, from time
to time with respect to each class of stock, determine subject
only to the restrictions, limitations, conditions and
requirements imposed by the Act, other applicable laws and these
Articles, as the same may, from time to time, be amended, and
(ii) the making by the Corporation of share dividends and share
splits, pro rata and without consideration, in shares of the same
class or series or in shares of any other class or series without
obtaining the affirmative vote or the written consent of the
holders of the shares of the class or series in which the payment
or distribution is to be made.
Section 4.5. Acquisition of Shares. The Board has
authority to authorize and direct the acquisition by the
Corporation of the issued and outstanding shares of Preferred
Stock and Common Stock at such times, in such amounts, from such
persons, for such considerations, from such sources and upon such
terms and conditions as it may, from time to time, determine,
subject only to the restrictions, limitations, conditions and
requirements imposed by the Act, other applicable laws and these
Articles, as the same may, from time to time, be amended.
Section 4.6. Record Ownership of Shares or Rights. The
Corporation, to the extent permitted by law, shall be entitled to
treat the person in whose name any share or right of the
Corporation is registered on the books of the Corporation as the
owner thereof, for all purposes, and shall not be bound to
recognize any equitable or other claim to, or interest in, such
share or right on the part of any other person, whether or not
the Corporation shall have notice thereof.
ARTICLE 5
Board of Directors
Section 5.1. Number. The number of directors of the
Corporation shall not be less than one (1) nor more than sixteen
(16), as may be specified in the initial Code of By-Laws of the
Corporation ("By-Laws") or by amendment to the By-Laws. The Code
of By-Laws may provide for a classified board of directors. The
number of initial directors of the Corporation shall be two (2).
Directors need not be shareholders of the Corporation. Subject
to express limitations contained in these Articles, (i) the
business and affairs of the corporation shall be managed under
the direction of the Board, and (ii) the Board shall have full,
exclusive and absolute power, control and authority over any and
all property of the Corporation. The Board may take any action
as in its sole judgment and discretion is necessary or
appropriate to conduct the business and affairs of the
Corporation without any action by shareholders of the
Corporation, on behalf of the Corporation.
Section 5.2. Vacancies. Except as may be expressly
provided by law, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies
in the Board resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be
filled by a majority vote of the directors then in office.
Section 5.3. Removal. Subject to the rights, if any, of
holders of one or more classes or series of Preferred Stock to
elect one or more directors, any director, or the entire Board,
may be removed from office at any time, but only for cause and
only by the affirmative vote of the holders of at least 80% of
the voting power of all of the shares of the Corporation entitled
to vote generally in the election of directors, voting together
as a single class.
Section 5.4. Amendment, Repeal. Notwithstanding anything
contained in these Articles to the contrary, the affirmative vote
of the holders of at least 80% of the voting power of all of the
shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall
be required to alter, amend or repeal this Article 5.
ARTICLE 6
Meetings of the Shareholders
Section 6.1. Place of Meetings. All meetings of share
holders of the Corporation shall be held at such place, within or
without the State of Indiana, as may be specified in the
respective notices or waivers of notice thereof.
Section 6.2. Annual Meeting. The annual meeting of share
holders for the purpose of electing directors and transacting
such other business as may properly come before the meeting shall
be set each year by resolution of the Board. Failure to hold the
annual meeting shall not work any forfeiture or a dissolution of
the Corporation or affect the validity of any corporate action.
Section 6.3. Special Meetings. Special meetings of the
shareholders may be called by the Chief Executive Officer or by
the Board.
Section 6.4. Notice of Meetings and Waiver. A written or
printed notice, stating the place, day and hour of the meeting,
and in case of a special meeting the purpose or purposes for
which the meeting is called, shall be delivered or mailed by the
Secretary or by the Chief Executive Officer or persons calling
the meeting, to each shareholder of the Corporation at the time
entitled to vote, at such address as appears upon the records of
the Corporation, no fewer than ten nor more than sixty days
before the date of the meeting. Notice of any such meeting may
be waived in writing by any shareholder, before or after the date
and time stated in the notice, if the waiver is delivered to the
Corporation for inclusion in the minutes for filing with the
corporate records. Attendance at a meeting, in person or by
proxy, waives objection to lack of notice or defective notice of
the meeting unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting the
business at the meeting. Further, a shareholder's attendance at
a meeting waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes
described in the meeting notice unless the shareholder objects to
considering the matter when it is presented.
Section 6.5. Voting at Meetings.
Clause (a). Voting Rights. Except as otherwise
provided by law or by the provisions of the Articles, every
holder of Common Stock of the Corporation shall have the
right at all meetings of the shareholders of the Corporation
to one vote for each share of Common Stock standing in his
name on the books of the Corporation.
Clause (b). Proxies. A shareholder may vote, either
in person or by proxy executed as provided by the Act by the
shareholder or a duly authorized attorney-in-fact. No proxy
shall be valid after eleven (11) months, unless a shorter or
longer time is expressly provided in the appointment form.
Clause (c). Quorum. At any meeting of shareholders,
a majority of the shares outstanding and entitled to vote on
the business to be transacted at such meeting, represented
in person or by proxy, shall constitute a quorum.
Section 6.6. Action by Shareholders Without Meeting. Any
action required or permitted to be taken at any meeting of the
shareholders may be taken without a meeting if the action is
taken by all shareholders entitled to vote on the action and is
evidenced by one or more written consents describing the action
taken, signed by all shareholders entitled to vote on the action
and delivered to the Corporation for inclusion in the minutes for
filing with the Corporation's records.
Section 6.7. Participation in Meetings by Means of Con
ference or Other Similar Communications Equipment. Any
shareholder may participate in an annual or special meeting of
the shareholders by, or through the use of, any means of
communication by which all shareholders participating may
simultaneously hear each other during the meeting. A shareholder
participating in such a meeting by this means is deemed to be
present in person at the meeting.
ARTICLE 7
Indemnification
Section 7.1. Definitions. Terms defined in Chapter 37 of
the Act (IND. CODE 23-1-37, et seq.) which are used in this
Article 7 shall have the same definitions for purposes of this
Article 7 they have in such chapter of the Indiana Business
Corporation Law.
Section 7.2. Indemnification of Directors and Officers.
The Corporation shall indemnify any individual who is or was a
director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner or
trustee of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
whether or not for profit, against liability and expenses,
including attorneys fees, incurred by him in any action, suit, or
proceeding, whether civil, criminal, administrative, or investiga
tive, and whether formal or informal, in which he is made or
threatened to be made a party by reason of being or having been
in any such capacity, or arising out of his status as such,
except (i) in the case of any action, suit, or proceeding
terminated by judgment, order, or conviction, in relation to
matters as to which he is adjudged to have breached or failed to
perform the duties of his office and the breach or failure to
perform constituted willful misconduct or recklessness; and (ii)
in any other situation, in relation to matters as to which it is
found by a majority of a committee composed of all directors not
involved in the matter in controversy (whether or not a quorum)
that the person breached or failed to perform the duties of his
office and the breach or failure to perform constituted willful
misconduct or recklessness. The Corporation may pay for or
reimburse reasonable expenses incurred by a director or officer
in defending any action, suit, or proceeding in advance of the
final disposition thereof upon receipt of (i) a written affirma
tion of the director's or officer's good faith belief that such
director or officer has met the standard of conduct prescribed by
Indiana law; and (ii) an undertaking of the director or officer
to repay the amount paid by the Corporation if it is ultimately
determined that the director or officer is not entitled to
indemnification by the Corporation.
Section 7.3. Other Employees or Agents of the Corporation.
The Corporation may, in the discretion of the Board, fully or
partially provide the same rights of indemnification and
reimbursement as hereinabove provided for directors and officers
of the Corporation to other individuals who are or were employees
or agents of the Corporation or who are or were serving at the
request of the Corporation as employees or agents of another
foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise whether or not
for profit.
Section 7.4. Nonexclusive Provision. The indemnification
authorized under this Article 7 is in addition to all rights to
indemnification granted by Chapter 37 of the Act (IND. CODE
23-1-37, et seq.) and in no way limits the indemnification
provisions of such Chapter.
ARTICLE 8
Provisions for Certain Business Combinations
Section 8.1 Vote Required.
Clause (a). Higher Vote for Certain Business
Combinations. In addition to any affirmative vote required
by law or these Articles, and except as otherwise expressly
provided in Section 8.2 of this Article 8:
(1) Any merger or consolidation or any similar
transaction of the Corporation or any Subsidiary (as
hereinafter defined) with (A) any Interested
Shareholder (as hereinafter defined), or (B) any other
corporation (whether or not itself an Interested
Shareholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder;
(2) Any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a
series of transactions) to or with any Interested
Shareholder or any Affiliate of any Interested
Shareholder of any assets of the Corporation or any
Subsidiary having an aggregate Fair Market Value of Ten
Million Dollars ($10,000,000) or more;
(3) The issuance or transfer by the Corporation
or any Subsidiary (in one transaction or a series of
transactions) of any securities of the Corporation or
any Subsidiary to any Interested Shareholder or any
Affiliate of any Interested Shareholder in exchange for
cash, securities or other property (or a combination
thereof) having an aggregate Fair Market Value of Ten
Million Dollars ($10,000,000) or more;
(4) The adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed
by or on behalf of an Interested Shareholder or any
Affiliate of any Interested Shareholder; or
(5) Any reclassification of securities (including
any reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise
involving an Interested Shareholder) which has the
effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any
class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Shareholder or any
Affiliate of any Interested Shareholder;
shall require the affirmative vote of the holders of at
least 80% of the voting power of the then outstanding shares
of capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"),
voting together as a single class (it being understood that
for purposes of this Article 8, each share of the Voting
Stock shall have the number of votes granted to it pursuant
to Article 4 of these Articles). Such affirmative vote
shall be required, notwithstanding the fact that no vote may
be required, or that a lesser percentage may be specified,
by law or in any agreement with any national securities
exchange or otherwise.
Clause (b). Definition of "Business Combination."
The term "Business Combination" as used in this Article 8
shall mean any transaction which is referred to in any one
or more of paragraphs (1) through (5) of Clause (a) of this
Section 8.1.
Section 8.2. When Higher Vote is Not Required. The
provisions of Section 8.1 of this Article 8 shall not be
applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote as
is required by law and any other provision of these Articles, if
all of the conditions specified in either of the following
Clauses (a) and (b) are met:
Clause (a). Approval by Continuing Directors. The
Business Combination shall have been approved by a majority
of the Continuing Directors (as hereinafter defined).
Clause (b). Price and Procedure Requirements. All
of the following conditions shall have been met:
(1) The aggregate amount of the cash and the Fair
Market Value (as hereinafter defined) as of the date of
the consummation of the Business Combination of
consideration other than cash to be received per share
by holders of Common Stock in such Business Combination
shall be at least equal to the highest of the
following:
(A) The highest per share price (including
any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested
Shareholders for any shares of Common Stock
acquired by it (i) within the two-year period
immediately prior to the first public announcement
of the proposal of the Business Combination (the
"Announcement Date") or (ii) in the transaction in
which it became an Interested Shareholder,
whichever is higher;
(B) The Fair Market Value Per Share of
Common Stock on the Announcement Date or on the
date on which the Interested Shareholder became an
Interested Shareholder (such latter date is
referred to in this Article 7 as the
"Determination Date"), whichever is higher; and
(C) The price per share equal to the Fair
Market Value per share of Common Stock determined
pursuant to Clause (b)(1)(B) above, multiplied by
the ratio of (i) the highest per share price
(including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid by the
Interested Shareholder for any shares of Common
Stock acquired by it within the two-year period
immediately prior to the Announcement Date to (ii)
the Fair Market Value per share of Common Stock on
the first day in such two-year period upon which
the Interested Shareholder acquired any shares of
Common Stock.
(2) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of the
Business Combination of consideration other than cash
to be received per share by holders of shares of any
other class or series of outstanding Voting Stock shall
be at least equal to the highest of the following (it
being intended that the requirements of this Clause
(b)(2) shall be required to be met with respect to
every class of outstanding Voting Stock whether or not
the Interested Shareholder has previously acquired any
Shares of a particular class of Voting Stock):
(A) The highest per share price (including
any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested
Shareholder for any shares of such class of Voting
Stock acquired by it (i) within the two-year
period immediately prior to the Announcement Date
or (ii) in the transaction in which it became an
Interested Shareholder, whichever is higher;
(B) The highest preferential amount per
share to which the holders of shares of such class
of Voting Stock are entitled in the event of any
voluntary or involuntary liquidation, dissolution
or winding up of the Corporation;
(C) The Fair Market Value per share of such
class of Voting Stock on the Announcement Date or
on the Determination Date, whichever is higher;
and
(D) The price per share equal to the Fair
Market Value per share of such class of Voting
Stock determined pursuant to Clause (b)(2)(C)
above, multiplied by the ratio of (i) the highest
per share price (including any brokerage
commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Shareholder
for any shares of such class of Voting Stock
acquired by it within the two-year period
immediately prior to the Announcement Date or (ii)
the Fair Market Value per share of such class of
Voting Stock on the first day in such two-year
period upon which the Interested Shareholder
acquired any shares of such class of Voting Stock;
(3) The consideration to be received by holders
of a particular class of outstanding Voting Stock
(including Common Stock) shall be in cash or in the
same form as the Interested Shareholder has previously
paid for shares of such class of Voting Stock. If the
Interested Shareholder has paid for shares of any class
of Voting Stock with varying forms of consideration,
the form of consideration for such class of Voting
Stock shall be either cash or the form used to acquire
the largest number of shares of such class of Voting
Stock previously acquired by it.
(4) After such Interested Shareholder has become
an Interested Shareholder and prior to the consummation
of such Business Combination:
(A) except as approved by a majority of the
Continuing Directors, there shall have been no
failure to declare and pay at the regular date
therefor any full quarterly dividends (whether or
not cumulative) on any outstanding Preferred
Stock;
(B) there shall have been (i) no reduction
in the annual rate of dividends paid on the Common
Stock (except as necessary to reflect any
subdivision of the Common Stock), except as
approved by a majority of the Continuing
Directors, and (ii) an increase in such annual
rate of dividends as necessary to reflect any
reclassification (including any reverse stock
split), recapitalization, reorganization or any
similar transaction which has the effect of
reducing the number of outstanding shares of the
Common Stock, unless the failure so to increase
such annual rate is approved by a majority of the
Continuing Directors; and
(C) such Interested Shareholder shall have
not become the beneficial owner of any additional
shares of Voting Stock except as part of the
transaction which results in such Interested
Shareholder becoming an Interested Shareholder.
(5) After such Interested Shareholder has become
an Interested Shareholder, such Interested Shareholder
shall not have received the benefit, directly or
indirectly (except proportionately as a shareholder),
of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax
advantages provided by the Corporation, whether in
anticipation of or in connection with such Business
Combination or otherwise.
(6) A proxy or information statement describing
the proposed Business Combination and complying with
the requirements of the Securities Exchange Act of 1934
and the rules and regulations thereunder (or any
subsequent provisions replacing such act, rules or
regulations) shall be mailed to shareholders of the
Corporation at least 30 days prior to the consummation
of such Business Combination (whether or not such proxy
or information statement is required to be mailed
pursuant to such act or subsequent provisions).
Section 8.3. Certain Definitions. For the purposes of
this Article 8:
Clause (a). A "person" shall include any individual,
firm, corporation or other entity. When two or more persons
act as a partnership, limited partnership, syndicate, or
other group for the purpose of acquiring voting stock of the
Company, such partnership, syndicate or group shall be
deemed a "person."
Clause (b). "Interested Shareholder" shall mean any
person (other than the Corporation or any Subsidiary) who or
which:
(1) is the beneficial owner, directly or
indirectly, of more than 10% of the voting power of the
outstanding Voting Stock;
(2) is an Affiliate of the Corporation and at any
time within the two-year period immediately prior to
the date in question was the beneficial owner, directly
or indirectly, of 10% or more of the voting power of
the then outstanding Voting Stock; or
(3) Is an assignee of or has otherwise succeeded
to any shares of Voting Stock which were at any time
within the two-year period immediately prior to the
date in question beneficially owned by any Interested
Shareholder, if such assignment or succession shall
have occurred in the course of a transaction or series
of transactions not involving a public offering within
the meaning of the Securities Act of 1933.
Clause (c). A person shall be a "beneficial owner"
of any Voting Stock:
(1) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly;
(2) which such person or any of its Affiliates or
Associates has (A) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or
options, or otherwise, or (B) the right to vote
pursuant to any agreement, arrangement or
understanding; or
(3) which are beneficially owned, directly or
indirectly, by any other person with which such person
or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any
shares of Voting Stock.
Clause (d). For the purpose of determining whether a
person is an Interested Shareholder pursuant to Clause (b)
of this Section 8.3, the number of shares of Voting Stock
deemed to be outstanding shall include shares deemed owned
through application of Clause (c) of this Section 8.3, but
shall not include any other shares of Voting Stock which may
be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
Clause (e). "Affiliate" or "Associate" shall have
the respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended.
Clause (f). "Subsidiary" means any corporation of
which a majority of any class of equity security is owned,
directly or indirectly, by the Corporation; provided,
however, that for the purposes of the definition of
Interested Shareholders set forth in Clause (b) of this
Section 8.3, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the
Corporation.
Clause (g). "Continuing Director" means any member
of the Board of the Corporation who is unaffiliated with the
Interested Shareholder and was a member of the Board prior
to the time that the Interested Shareholder became an
Interested Shareholder, and any successor of a Continuing
Director who is unaffiliated with the Interested Shareholder
and is recommended to succeed a Continuing Director by a
majority of Continuing Directors then on the Board.
Clause (h). "Fair Market Value" means:
(1) In the case of stock, the highest closing
sale price during the 30-day period immediately
preceding the date in question of a share of such stock
on the Composite Tape for New York Stock Exchange
listed stock, or if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if
such stock is not listed on such Exchange, on the
principal United States securities exchange registered
under the Securities Exchange Act of 1934 on which such
stock is listed, or, if such stock is not listed on any
such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day
period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quota
tions System or any system then in use, or if no such
quotation of a share of such stock as determined by the
Board in good faith; and
(2) In the case of property other than cash or
stock, the fair market value of such property on the
date in question as determined by the Board in good
faith.
Clause (i). In the event of any Business Combination
in which the Corporation survives, the phrase "other
consideration to be received" as used in Clauses (b)(1) and
(2) of Section 8.2 of this Article 8 shall include the
shares of Common Stock and/or the shares of any other class
of outstanding Voting Stock by the holders of such shares.
Section 8.4. Powers of the Board. A majority of the
directors of the Corporation shall have the power and duty to
determine for the purposes of this Article 8, on the basis of
information known to them after reasonable inquiry, (a) whether a
person is an Interested Shareholder, (b) the number of shares of
Voting Stock beneficially owned by any person, (c) whether a
person is an Affiliate or Associate of another and (d) whether
the assets which are the subject of any Business Combination
have, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in
any Business Combination has, an aggregate Fair Market Value of
Ten Million Dollars ($10,000,000) or more.
Section 8.5. No Effect on Fiduciary Obligations of
Interested Shareholders. Nothing contained in this Article 8
shall be construed to relieve any Interested Shareholder from any
fiduciary obligation imposed by law.
Section 8.6. Amendment, Repeal, etc. Notwithstanding any
other provisions of these Articles or the By-Laws of the
Corporation (and notwithstanding the fact that a lesser
percentage may be specified by law, these Articles or the By-Laws
of the Corporation), the affirmative vote of the holders of 80%
or more of the voting power of the shares of the then outstanding
Voting Stock, voting together as a single class, shall be
required to amend or repeal, or adopt provisions inconsistent
with, this Article 8 of these Articles.