The articles might be amended to delete dividend rights or voting rights for a specific class of stock, giving rise to significant implications for the arrangement of benefits between shareholders. In relatively early times, some courts concluded that shareholders had a “contractual” or “vested” right in articles provisions, making them unamendable without shareholder consent.

Modern law rejects this theory. MBCA (2016) provides expressly that a shareholder does not possess a vested right in any article provision, but at the same time establishes the principle of protection of shareholders' interests in the amendment of a company's article of Incorporation to achieve substantive protection of shareholders' interests.

1. Substantive Protection of Shareholders' Interests
   
   Combined with the United States legislation, for the inherent rights of shareholders, it should be mandatory to stipulate that the company's articles of incorporation shall not be amended; for the non-inherent rights, amendment of the articles of incorporation shall be permitted under the premise of reasonable compensation for the loss of shareholders' interests.
   
   When the interests of minority shareholders are squeezed or infringed, they can protect their rights and interests by accusing the controlling shareholders, company directors and senior management of violating their fiduciary duties to the company or minority shareholders.
   
   
2. Minority Shareholder Responses to Amendments to Article of Incorporation
   
   

   (1)	Dissenting Shareholders Right of Appraisal Shareholders have the ability to take action when faced with amendments that are detrimental to their interests. One is the Dissenting Shareholders Right of Appraisal. Specifically, in some states if an amendment “materially and adversely affects” a shareholder, they have the right to force the corporation to repurchase their shares, provided that they meet the specified criteria outlined in the appraisal statute.
   (2)	Class voting The other protection, provided in lieu of a right of appraisal, is “class voting.” This requires that the amendment be approved not only by the appropriate percentage of all shares, but by a like percentage of shares in the affected class. Under this regime, if the class to be affected by the amendment does not approve the amendment, it will not be made.
   (3)	Sue for breach of fiduciary obligation Beyond this, a shareholder aggrieved by an amendment may be able to sue for breach of fiduciary obligation. Some courts allow minority shareholders to sue concerning harmful amendments to articles that serve no purpose other than to harm them. Some states do not permit suit; their courts conclude that the statutory protections of appraisal rights or class voting are exclusive.

Reference:
[1] Richard D. Freer. The law of corporations in a nutshell. West Pub. Co, 2020.