/Docs/G/YCombinator-SeriesAA/Form/CertificateOfIncorporation_v01.md
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Voting
  1. Restricted Class Voting
    Except as otherwise expressly provided herein or as required by law, the holders of Preferred Stock and the holders of Common Stock shall vote together and not as separate classes.
  2. No Series Voting
    Other than as provided herein or required by law, there shall be no series voting.
  3. Preferred Stock
    Each holder of Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Preferred Stock held by such holder could be converted as of the record date. The holders of shares of the Preferred Stock shall be entitled to vote on all matters on which the Common Stock shall be entitled to vote. Holders of Preferred Stock shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted), shall be disregarded.
  4. Select -- 5.4.4.Sec = { Cap.AA.Vote.Bd.1 } or 5.4.4.Sec= { _delete_ } Election of Directors. So long as at least {Cap.AA.Vote.Bd.Threshold} shares (as adjusted for Recapitalizations) of Preferred Stock remain outstanding, the holders of Preferred Stock, voting as a separate class, shall be entitled to elect one member of the Corporation's Board of Directors at each meeting or pursuant to each consent of the Corporation's stockholders for the election of directors. The holders of Common Stock, voting as a separate class, shall be entitled to elect {Cap.Common.Vote.Bd.#} members of the Corporation's Board of Directors at each meeting or pursuant to each consent of the Corporation's stockholders for the election of directors. [include this section only if the Series AA will have a board member] 4.4.Vote.Bd.Together.If = { Vote.Bd.Together } Any additional members of the Corporation's Board of Directors shall be elected by the holders of Common Stock and Preferred Stock, voting together as a single class.
  5. Adjustment in Authorized Common Stock
    The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by an affirmative vote of the holders of a majority of the stock of the Corporation.
  6. Common Stock
    Each holder of shares of Common Stock shall be entitled to one vote for each share thereof held.