[§414-72]  Terms of class or series
determined by board of directors.  (a)  If and to the extent the articles
of incorporation so provide, the board of directors may determine, in whole or
part, the preferences, limitations, and relative rights (within the limits set
forth in section 414-71) of:



(1)  Any class of shares before the issuance of any
shares of that class; or



(2)  One or more series within a class before the
issuance of any shares of that series.



(b)  Each series of a class must be given a distinguishing
designation.



(c)  All shares of a series must have
preferences, limitations, and relative rights identical with those of other
shares of the same series and, except to the extent otherwise provided in the
description of the series, with those of other series of the same class.



(d)  Before issuing any shares of a class or
series created under this section, the corporation must deliver to the
department director for filing an articles of amendment, or a resolution, which
is effective without shareholder action, that sets forth:



(1)  The name of the corporation;



(2)  The text of the amendment or resolution
determining the terms of the class or series or shares;



(3)  The date it was adopted; and



(4)  A statement that the amendment or resolution was
duly adopted by the board of directors.



Upon the filing of the articles of amendment or
resolution by the department director, it shall constitute an amendment of the
articles of incorporation. [L 2000, c 244, pt of §1]