§ 4-26-602 - Shares of preferred or special classes -- Issuance in series.
4-26-602. Shares of preferred or special classes -- Issuance in series.
(a) If the articles of incorporation so provide, the shares of any preferred or special class may be divided into and issued in series.
(b) If the shares of any such class are to be issued in series, then each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.
(c) Any or all of the series of any such class and the variations in the relative rights and preferences as between different series may be fixed and determined by the articles of incorporation, but all shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:
(1) The rate of dividend, the time of payment of dividends, and the date from which dividends shall be cumulative;
(2) The price at and the terms and conditions on which shares may be redeemed;
(3) The amount payable upon shares in event of involuntary liquidation;
(4) The amount payable upon shares in event of voluntary liquidation;
(5) Sinking fund provisions for the redemption or purchase of shares;
(6) The terms and conditions on which shares may be converted if the shares of any series are issued with the privilege of conversion.
(d) (1) If the articles of incorporation expressly vest such authority in the board of directors, then to the extent that the articles of incorporation have not established series and fixed and determined the variations in the relative rights and preferences as between series, the board of directors shall have authority, in respect to shares to be issued, to divide any or all of such classes into series and, within the limitations set forth in this section and in the articles of incorporation, fix and determine the relative rights and preferences of the shares of any series so established.
(2) In order for the board of directors to establish a series where authority to do so is contained in the articles of incorporation, the board of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the relative rights and preferences thereof, or so much thereof as shall not be fixed and determined by the articles of incorporation.
(3) Prior to the issue of any shares of a series established through resolution adopted by the board of directors, the corporation shall cause to be executed and filed in accordance with 4-26-1201 a statement setting forth:
(A) The name of the corporation;
(B) A copy of the resolution establishing and designating the series, and fixing and determining the relative rights and preferences thereof;
(C) The date of adoption of the resolution;
(D) That the resolution was duly adopted by the board of directors.
(4) The resolution of the board of directors and the statement required to be filed pursuant to this section shall not be considered an amendment to the articles of incorporation of the corporation.