§ 6.01. Authorized shares
(a) The articles of incorporation must prescribe the classes of shares and the number
of shares of each class that the corporation is authorized to issue. If more than
one class of shares is authorized, the articles of incorporation must prescribe a
distinguishing designation for each class and, prior to the issuance of shares of
a class, the preferences, limitations, and relative rights of that class must be described
in the articles of incorporation. All shares of a class must have preferences, limitations,
and relative rights identical with those of other shares of the same class except
to the extent otherwise permitted by section 6.02 of this title.
(b) The articles of incorporation must authorize:
(1) one or more classes of shares that together have unlimited voting rights; and
(2) one or more classes of shares (which may be the same class or classes as those with
voting rights) that together are entitled to receive the net assets of the corporation
upon dissolution:
(c) The articles of incorporation may authorize one or more classes of shares that:
(1) have special, conditional, or limited voting rights, or no right to vote, except to
the extent prohibited by this act;
(2) are redeemable or convertible as specified in the articles of incorporation;
(A) at the option of the corporation, the shareholder, or another person or upon the occurrence
of a designated event;
(B) for cash, indebtedness, securities, or other property;
(C) in a designated amount or in an amount determined in accordance with a designated
formula or by reference to extrinsic data or events;
(3) entitle the holders to distributions calculated in any manner, including dividends
that may be cumulative, noncumulative, or partially cumulative;
(4) have preference over any other class of shares with respect to distributions, including
dividends and distributions upon the dissolution of the corporation.
(d) Terms of shares may be made dependent upon facts objectively ascertainable outside
the articles of incorporation in accordance with subsection 1.20(j) of this title.
(e) Any of the terms of shares may vary among holders of the same class or series so long
as such variations are expressly set forth in the articles of incorporation.
(f) The description of the designations, preferences, limitations, and relative rights
of share classes in subsection (c) of this section is not exhaustive. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 85, eff. June 6, 2008.)