10-625

10-625. Form and content of
certificates

A. Shares may but need not be represented by certificates. Unless chapters 1
through 17 of this title or another statute expressly provides otherwise, the rights and
obligations of shareholders are identical whether or not their shares are represented by
certificates. A certificate shall not be issued for any share until such share is fully
paid.

B. At a minimum each share certificate shall state on its face all of the
following:

1. The name of the issuing corporation and that it is organized under the laws of
this state.

2. The name of the person to whom issued.

3. The number and class of shares and the designation of the series, if any, the
certificate represents.

C. If the issuing corporation is authorized to issue different classes of shares or
different series within a class, the designations, relative rights, preferences and
limitations applicable to each class and the variations in rights, preferences and
limitations determined for each series, and the authority of the board of directors to
determine variations for future series, shall be summarized on the front or back of each
certificate. Alternatively, each certificate may state conspicuously on its front or
back that the corporation will furnish this information to the shareholder on request in
writing and without charge.

D. Each share certificate:

1. Shall be signed either manually or in facsimile by one or more officers
designated in the bylaws or by the board of directors.

2. May bear the corporate seal or its facsimile.

E. If the person who signed either manually or in facsimile a share certificate no
longer holds office when the certificate is issued, the certificate is nevertheless
valid.