It says right in the language that a shareholder vote - each class of shares - must vote to approve a R/S. A shareholder vote MUST be called. Why is that important? Because the company knows that IF they even call a vote, the share price will tank. They won't even call the vote.
The board of directors of any public company can change the articles of incorporation any time they want to. and who would they be? the board of directors of a