§ 5002. Issue of any class of preferred shares in series. 1. If the
organization certificate so provides, a corporation may issue any class
of preferred shares in series. Shares of each such series, when issued,
shall be designated to distinguish them from the shares of all other
series.
2. The number of shares included in any or all series of any classes
of preferred shares and any or all of the designations, relative rights,
preferences and limitations of any or all such series may be fixed in
the organization certificate, subject to the limitation that, if the
stated dividends and amounts payable on liquidation are not paid in
full, the shares of all series of the same class shall share ratably in
the payment of dividends including accumulations, if any, in accordance
with the sums which would be payable on such shares if all dividends
were declared and paid in full, and in any distribution of assets other
than by way of dividends in accordance with the sums which would be
payable on such distribution if all sums payable were discharged in
full.
3. If any such number of shares or any such designation, relative
right, preference or limitation of the shares of any series is not fixed
in the organization certificate, it may be fixed by the board, to the
extent authorized by the organization certificate.
4. Before the issue of any shares of a series established by the
board, a certificate of amendment shall be filed as provided in section
eight thousand five. Such certificate shall set forth:
(a) The name of the corporation and, if it has been changed, the name
under which it was formed.
(b) The date the organization certificate was filed by the
superintendent.
(c) That the organization certificate is thereby amended by the
addition of a provision stating the number, designation, relative
rights, preferences, and limitations of the shares of the series as
fixed by the board, setting forth in full the text of such provision.