[§414-72]  Terms of class or seriesdetermined by board of directors.  (a)  If and to the extent the articlesof incorporation so provide, the board of directors may determine, in whole orpart, the preferences, limitations, and relative rights (within the limits setforth in section 414-71) of:

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

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

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

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

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

(1)  The name of the corporation;

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

(3)  The date it was adopted; and

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

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