§ 5001 — Authorized shares

§ 5001. Authorized shares. 1. Every corporation shall have power to\ncreate and issue the number of shares stated in its organization\ncertificate. Such shares may be all of one class or may be divided into\ntwo or more classes. Each class shall consist of shares with par value,\nhaving such designation and such relative voting, dividend, liquidation\nand other rights, preferences and limitations, consistent with this\nchapter, as shall be stated in the organization certificate. The\norganization certificate may deny, limit or otherwise define the voting\nrights and may limit or otherwise define the dividend or liquidation\nrights or shares of any class, but no such denial, limitation or\ndefinition of voting rights shall be effective unless at the time one or\nmore classes of outstanding shares, singly or in the aggregate, are\nentitled to full voting rights, and no such limitation or definition of\ndividend or liquidation rights shall be effective unless at the time one\nor more classes of outstanding shares, singly or in the aggregate, are\nentitled to unlimited dividend and liquidation rights.\n 2. If the shares are divided into two or more classes, the shares of\neach class shall be designated to distinguish them from the shares of\nall other classes. Shares which are entitled to preference in the\ndistribution of dividends or assets shall not be designated as common\nshares. Shares which are not entitled to preference in the distribution\nof dividends or assets shall not be designated as preferred shares.\n 3. Subject to the designations, relative rights, preferences and\nlimitations applicable to separate series and except as otherwise\npermitted by subdivision two of section five thousand five of this\nchapter, each share shall be equal to every other share of the same\nclass.\n