(a) If the certificate of incorporation so provides, the board of directors is authorized, without shareholder approval, to: (1) Classify any unissued shares into one or more classes or into one or more series within a class; (2) reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or (3) reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.
(b) If the board of directors acts pursuant to subsection (a) of this section, it must determine the terms, including the preferences, rights and limitations, to the same extent permitted under section 33-665, of: (1) Any class of shares before the issuance of any shares of such class; or (2) any series within a class before the issuance of any shares of such series.
(c) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of the State for filing a certificate of amendment setting forth the terms determined under subsection (a) of this section.
(P.A. 94-186, S. 40, 215; P.A. 96-271, S. 32, 33, 254; P.A. 03-158, S. 7.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation and amended Subsec. (d) to replace “articles” of amendment with “a certificate” of amendment, effective January 1, 1997; P.A. 03-158 amended Subsec. (a) by replacing provisions re board determination of preferences, limitations and relative rights of classes or series with provisions re board authorization, without shareholder approval, to classify or reclassify shares, classes or series, amended Subsec. (b) by replacing provision re distinguishing designation with provisions re determination of terms of class or series, deleted former Subsec. (c) re preferences, limitations and relative rights of shares of a series, redesignated existing Subsec. (d) as new Subsec. (c) and amended same by replacing provisions re contents of certificate of amendment which is effective without shareholder action with provisions re certificate of amendment to set forth terms determined under Subsec. (a).
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