Title 14, Chapter 2, Section 602
( 14-2-602)
(a) If the articles of incorporation so provide, the board of
directors may determine, in whole or in part, the preferences,
limitations, and relative rights of (1) any class of shares before
the issuance of any shares of that class or (2) one or more series
within a class, and designate the number of shares within that
series, before the issuance of any shares of that series. (b) Each series of a class must be given a distinguishing
designation. (c) Except to the extent otherwise permitted by Code Section 14-2-624, all shares of a class or, if applicable, series within a class must have preferences, limitations, and relative rights identical with those of other shares of the same class or series and, except to the extent otherwise provided in the description of the series, all shares of a series must have preferences, limitations, and relative rights identical with those of other series of the same class; provided, however, that any of the voting powers, preferences, designations, rights, qualifications, limitations, or restrictions of or on the class or series of shares, or the holders thereof, may be made dependent upon facts ascertainable outside the articles of incorporation if the manner in which the facts shall operate upon the voting powers, designations, preferences, rights, qualifications, limitations, or restrictions of or on the shares, or the holders thereof, is clearly and expressly set forth in the articles of incorporation. (d) Before issuing any shares of a class or series created under
this Code section, the corporation must deliver to the Secretary of
State for filing articles of amendment, which are effective without
shareholder action, that set forth: (1) The name of the corporation; (2) The text of the amendment determining the terms of the class
or series of shares; (3) The date it was adopted; and (4) A statement that the amendment was duly adopted by the board
of directors. (e) After the board of directors has established a series in
accordance with the terms of this Code section, the board of
directors at any time and from time to time may increase or decrease
the number of shares contained in the series, but not below the
number of shares then issued, or eliminate the series where no
shares are issued by filing articles of amendment, which are
effective without shareholder action, in the manner provided in
subsection (d) of this Code section. (f) Nothing contained in this Code section shall be deemed to limit the board of directors' authority or discretion to determine the terms and conditions of rights, options, or warrants issuable pursuant to Code Section 14-2-624. |